AVID SPORTSWEAR & GOLF CORP, SB-2, 2000-07-06

AVID SPORTSWEAR & GOLF CORP
SB-2, 2000-07-06
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS

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As filed with the Securities and Exchange Commission on July 5, 2000
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Registration No. _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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<TABLE>
<CAPTION>
AVID SPORTSWEAR & GOLF CORP.

(Name of Registrant in Our Charter)

<S> <C> <C>
NEVADA 5136 88-0374969
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation Classification Code Number)
or Organization)
22 SOUTH LINKS AVENUE, SUITE 204 EARL T. INGARFIELD
SARASOTA, FLORIDA 34236 22 SOUTH LINKS AVENUE, SUITE 204
(941) 330-8051 SARASOTA, FLORIDA 34236
(Address and telephone number of Principal (941) 330-8051
Executive Offices and Principal Place of (Name, address and telephone number of agent
Business) for service)

Copies to:
Clayton E. Parker, Esq. Ronald S. Haligman, Esq.
Kirkpatrick & Lockhart LLP Kirkpatrick & Lockhart LLP
201 S. Biscayne Boulevard, Suite 2000 201 S. Biscayne Boulevard, Suite 2000
Miami, Florida 33131 Miami, Florida 33131
(305) 539-3300 (305) 539-3300
Telecopier No.: (305) 358-7095 Telecopier No.: (305) 358-7095
</TABLE>

Approximate date of commencement of proposed sale to the public: AS SOON
AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box. |X|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE

=================================================================================================================================
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
OFFERING PRICE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PER SHARE (1) PRICE (1) REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED FEE
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<S> <C> <C> <C> <C>
Common stock, par value $0.001 per share 14,988,640 Shares $0.500 $7,494,320 $1,978.50
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TOTAL 14,988,640 Shares $7,494,320 $1,978.50
=================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>

SUBJECT TO COMPLETION, DATED JULY 5, 2000

[LOGO] AVID SPORTSWEAR & GOLF CORP.

14,988,640 SHARES OF COMMON STOCK

The shareholders listed beginning on page 11 below are offering and
selling up to 14,988,640 shares of our common stock under this prospectus. Our
company is not selling any shares of common stock in this offering. As a result,
we will not receive any of the proceeds from this offering.

The shares of common stock are being offered for sale on a "best efforts"
basis by the selling shareholders at prices established on the Over-the-Counter
Bulletin Board during the term of this offering. There are no minimum purchase
requirements. These prices will fluctuate based on the demand for the shares of
common stock.

Our common stock is quoted on the Over-the-Counter Bulletin Board under
the symbol "AVSG." On July 1, 2000, the last reported sale price of our common
stock on the Over-the-Counter Bulletin Board was $0.53125 per share.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.

PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 6.

PRICE TO PUBLIC* PROCEEDS TO SELLING SHAREHOLDERS

Per share $0.500 $7,494,320
Total $7,494,320

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* As indicated above, the price to the public will fluctuate because the price
will be equal to the price which can be obtained on the Over-the-Counter
Bulletin Board. For the purposes of this table, we have used the average of
the bid and asked price as of July 1, 2000.

Neither our company nor the selling shareholders have engaged an
underwriter or any other person to facilitate the sale of shares of common stock
in this offering. This offering will terminate one year after the Registration
Statement is declared effective by the Securities and Exchange Commission. All
of the proceeds of this offering will be paid to the selling shareholders. None
of the proceeds will be placed in escrow, trust or any similar account.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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The date of this prospectus is July __, 2000.

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TABLE OF CONTENTS

PROSPECTUS SUMMARY...........................................................3
THE OFFERING.................................................................4
SUMMARY CONSOLIDATED FINANCIAL INFORMATION...................................5
RISK FACTORS.................................................................6
FORWARD-LOOKING STATEMENTS..................................................10
SELLING SHAREHOLDERS........................................................11
USE OF PROCEEDS.............................................................16
CAPITALIZATION..............................................................16
PLAN OF DISTRIBUTION........................................................17
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...................18
MANAGEMENT'S DISCUSSION AND ANALYSIS........................................19
DESCRIPTION OF BUSINESS.....................................................22
MANAGEMENT..................................................................28
DESCRIPTION OF PROPERTY.....................................................32
PRINCIPAL SHAREHOLDERS......................................................33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................35
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.................................................37
DESCRIPTION OF SECURITIES...................................................38
EXPERTS.....................................................................40
LEGAL MATTERS...............................................................40
AVAILABLE INFORMATION.......................................................40
FINANCIAL STATEMENTS........................................................F-1
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We became a reporting company on February 1, 2000 and intend to distribute
to our shareholders annual reports containing audited financial statements. Our
audited financial statements for the fiscal year December 31, 1999 were
contained in our Form 10-SB (as amended) filed with the Securities and Exchange
Commission. Our quarterly report for the first quarter of 2000 containing
unaudited interim financial statements is available from the company.

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PROSPECTUS SUMMARY

THE COMPANY

Through our wholly-owned subsidiary, Avid Sportswear, Inc., we design,
manufacture and market distinctive premium and moderately-priced sportswear. We
sell our products primarily through golf pro shops and resorts, corporate sales
accounts and better specialty stores. Our sportswear is marketed under the
following labels:

o Avid Sportswear;
o Dockers Golf; and
o British Open Collection.

We market sportswear under the "Avid Sportswear" label, in both premium
and moderately-priced product categories. Our moderately-priced product category
is marketed under the "Dockers Golf" label, while our premium-priced product
category is marketed under the "British Open Collection" label. Eventually our
product line may include non-apparel, golf-related products. Our products
feature distinctive, comfortable designs made primarily of natural fibers. All
of our products are manufactured by independent contractors. Embroidering,
warehousing and certain other functions are performed in a leased facility
located in Gardena, California. Our goal is to become one of the most recognized
and respected brands in sports apparel by expansion of existing labels,
purchasing other apparel businesses or licensing other brand names. We believe
this industry is highly fragmented and ripe for consolidation.

We were formed on September 19, 1997 in Nevada under the name Golf
Innovations Corp. We had no significant operations until March 1, 1999, at which
time we acquired Avid Sportswear, Inc. From its inception on October 6, 1988 in
California, Avid Sportswear, Inc.'s business has involved the design,
manufacture and marketing of golf apparel. On March 1, 1999, Avid Sportswear,
Inc. became our wholly-owned subsidiary and it continues to operate as a
separate legal entity. To better identify ourselves with the "Avid Sportswear"
brand, we changed our name to Avid Sportswear & Golf Corp. on May 27, 1999. All
of our operations are conducted through Avid Sportswear, Inc.

INDUSTRY

Our target customers are sports-minded professional men and women who like
casual, high-quality and distinctively styled apparel that reflects an active
lifestyle. We believe golf's popularity has risen in recent years. According to
the National Golf Foundation and McKinsey & Company, the number of rounds played
in the United States was 530 million rounds in 1998 and is projected to increase
to 630 million rounds in 2010. Over this same time frame, according to the
National Golf Foundation and McKinsey & Company, the number of golfers in the
United States is projected to increase from 26 million golfers in 1998 to 29
million golfers by 2010. The National Golf Foundation projects the market for
sales of sportswear apparel sold through all golf facilities to increase between
3% to 5% annually through 2005. We believe there are over 4,500 golf pro shops
and 1,000 better specialty stores in the United States.

STRATEGY

Our goal is to become one of the most recognized and respected brands in
sports apparel. Key elements of our business strategy include:

o EXPAND PRODUCT LINE. We intend to expand our product line by
licensing or purchasing existing brands of sportswear. We expect to
target brands which will complement the existing brands by filling a
perceived market niche, having name recognition and/or offering new
price points. We believe this strategy is best demonstrated by the
purchase of the "Avid Sportswear" label and the license of the
"Dockers Golf" and "British Open Collection" labels.

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in the United States. We estimate that the United States market is
comprised of more than 4,500 golf pro shops and 1,000 better
specialty stores. We intend to use our labels and sales staff to
broaden our customer base and increase our average order size.

o INTERNATIONAL MARKETS. We believe the international markets will
provide us with new opportunities for the Avid Sportswear label and
other labels we may acquire in the future. We intend to enter these
markets by using distributors and licensees who are familiar with
the local markets. We believe international markets are receptive to
American lifestyle apparel brands in general and will be receptive
to the Avid Sportswear label in particular.

ABOUT US

Our principal office is located at 22 South Links Avenue, Suite 204,
Sarasota, Florida 34236, telephone number (941) 330-8051. Our worldwide website
is WWW.AVIDSPORTSWEAR.COM. Information contained on our website is not part of
this prospectus. For a copy of this prospectus, please contact us at the above
address and phone number.

THE OFFERING

COMMON STOCK OFFERED 14,988,640 shares by our selling
shareholders

OFFERING PRICE Market price

COMMON STOCK OUTSTANDING(1) 45,978,882

USE OF PROCEEDS This prospectus relates to shares of
our common stock that may be offered
and sold from time to time by selling
shareholders of our company. There
will be no proceeds to our company
from the sale of shares of common
stock in this offering.

RISK FACTORS The securities offered hereby involve
a high degree of risk and immediate
substantial dilution. See "Risk
Factors" and "Dilution."

OVER-THE-COUNTER BULLETIN BOARD SYMBOL AVSG

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(1) This table includes options to purchase 1,864,477 shares of our common stock
held by officers and directors of our company.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION

FOR THE THREE MONTHS ENDED YEAR ENDED
MARCH 31, 2000 DECEMBER 31, 1999
(UNAUDITED) (AUDITED)
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STATEMENT OF OPERATION DATA:

Sales, net 1,029,308 2,360,596
Cost of goods sold 774,293 1,959,997
Gross margin 255,015 400,599
Total operating expenses 2,590,707 5,021,973
Interest expense (250,971) (438,269)
Net loss (2,581,056) (5,035,978)
Net loss per share-basic (0.09) (0.23)

MARCH 31, 2000 DECEMBER 31, 2000
(UNAUDITED) (AUDITED)
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BALANCE SHEET DATA:

Cash 654,992 237,407
Accounts Receivable 524,927 315,804
Inventory 1,486,096 1,885,390
Total Equipment 882,680 457,114
Goodwill 2,282,120 2,346,103
Total Assets 5,863,831 5,279,834
Total Current Liabilities 5,984,127 3,753,747
Total Liabilities 5,984,127 3,753,747
Stockholders' Equity (Deficit) (120,296) 1,526,087

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RISK FACTORS

Our Company is subject to various risks which may materially harm our
business, financial condition and results of operations. YOU SHOULD CAREFULLY
CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION
IN THIS FILING BEFORE DECIDING TO PURCHASE OUR COMMON STOCK. THESE ARE NOT THE
ONLY RISKS AND UNCERTAINTIES THAT WE FACE. IF ANY OF THESE RISKS OR
UNCERTAINTIES ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING
RESULTS COULD BE MATERIALLY HARMED. IN THAT CASE, THE TRADING PRICE OF OUR
COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE

We have historically lost money. In the three months ended March 31, 2000
and the year ended December 31, 1999, we sustained losses of $2.6 million and
$5.0 million, respectively. Future losses are likely to occur. Our independent
auditors have noted that our company does not have significant cash or other
material assets to cover its operating costs and to allow it to continue as a
going concern. Our ability to obtain additional funding will determine our
ability to continue as a going concern. Accordingly, we may experience
significant liquidity and cash flow problems if we are not able to raise
additional capital as needed and on acceptable terms. No assurances can be given
that we will be successful in reaching or maintaining profitable operations.

WE MAY NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE OPERATIONS

We have relied on significant external financing to fund our operations.
Such financing has historically come from a combination of borrowings and sale
of common stock from third parties and funds provided by certain officers and
directors. We may need to raise additional capital to fund our anticipated
operating expenses and future expansion. Among other things, external financing
may be required to cover our operating costs and to fulfill our obligations
under the licenses for the "Dockers Golf" and "British Open Collection" brands.
These licenses require the payment of minimum guaranteed royalties, whether we
sell licensed products or not. We cannot assure you that financing whether from
external sources or related parties will be available if needed or on favorable
terms. The sale of our common stock to raise capital may cause dilution to our
existing shareholders. Our inability to obtain adequate financing will result in
the need to curtail business operations, and may also jeopardize our ability to
satisfy the guaranteed minimum royalty obligations referred to above. Such an
event may result in the termination of our licenses. Any of these events would
be materially harmful to our business and may result in a lower stock price.

SALE OF COMMON STOCK IN THIS OFFERING MAY CAUSE OUR STOCK PRICE TO DECLINE

Upon the effective date of this prospectus, the selling shareholders will
be permitted to freely sell their shares of common stock in the open market.
These selling shareholders hold 14,988,640 shares of common stock, representing
32.6% of our company's outstanding capital stock. The sale of these shares,
without a corresponding demand, may cause our stock price to decline.

WE HAVE BEEN IN BUSINESS FOR A SHORT PERIOD OF TIME

Because we have been in business for a short period of time, there is
limited information upon which investors can evaluate our business. We were
formed on September 19, 1997 but did not begin significant operations until the
purchase of our wholly-owned subsidiary on March 1, 1999. You should consider
the likelihood of our future success to be highly speculative in view of our
limited operating history, as well as the complications frequently encountered
by other companies in the early stages of development, particularly companies in
the highly competitive sports apparel industry.

WE RELY ON FOREIGN SUPPLIERS AND BUY MANY PRODUCTS USING LETTERS OF CREDIT

We obtain all of our garments from independent foreign and domestic
suppliers. We do not have formal agreements with these suppliers. Our reliance
on foreign suppliers may be affected by economic, political, governmental and

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labor conditions in such foreign countries. This may delay or cut-off our
ability to source materials needed in production or may increase the price of
such materials. Such events would harm our business. In addition, several of our
suppliers have required us to obtain a letter of credit prior to purchasing any
garments. The Company may have to utilize a significant portion of its available
working capital to secure these letters of credit.

WE MAY BE HARMED BY IMPORT RESTRICTIONS

Our imported materials are subject to certain quota restrictions and U.S.
customs duties, which are a material part of our cost of goods. A decrease in
quota restrictions or an increase in customs duties could harm our business by
making needed materials scarce or by increasing the cost of such materials.

OUR COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY

Our common stock has experienced, and is likely to experience in the
future, significant price and volume fluctuations which could adversely affect
the market price of our common stock without regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial results, announcements by other designers and marketers of
sportswear, and changes in the overall economy or the condition of the financial
markets could cause the price of our common stock to fluctuate substantially.

OUR COMMON STOCK MAY BE DEEMED TO BE "PENNY STOCK"

Our common stock may be deemed to be "penny stock" as that term is defined
in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny
stocks are stock:

o With a price of less than $5.00 per share;

o That are not traded on a "recognized" national exchange;

o Whose prices are not quoted on the Nasdaq automated quotation system
(Nasdaq listed stock must still have a price of not less than $5.00
per share); or

o In issuers with net tangible assets less than $2.0 million (if the
issuer has been in continuous operation for at least three years) or
$5.0 million (if in continuous operation for less than three years),
or with average revenues of less than $6.0 million for the last
three years.

Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor. These requirements may
reduce the potential market for our common stock by reducing the number of
potential investors. This may make it more difficult for investors in our common
stock to resell shares to third parties or to otherwise dispose of them. This
could cause our stock price to decline.

OUR STOCK PRICE COULD DECLINE DUE TO SEASONAL FLUCTUATIONS IN THE DEMAND FOR OUR
PRODUCTS AND GENERAL ECONOMIC CONDITIONS

Our business has been, and will continue to be, highly seasonal, and our
quarterly operating results will fluctuate due to the seasonality of our sales
of sportswear, among other things. Our sales tend to be highest during our first
and second calendar quarters (i.e., January through June), and lowest during our
third and fourth calendar quarters (i.e., July through December). Other factors
contributing to the variability of our operating results include:

o Seasonal fluctuation in consumer demand;
o The timing and amount of orders from key customers; and
o The timing and magnitude of sales of seasonal remainder merchandise
and availability of products.

In addition, any downturn, whether real or perceived, in general economic
conditions or prospects could change consumer spending habits and decrease
demand for our products.

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As a result of these and other factors, our operating results may fall
below market analysts' expectations in some future quarters, and our stock price
may decline.

OUR OFFICERS AND DIRECTORS EXERCISE CONTROL OF THE COMPANY

Our executive officers and directors beneficially own approximately 45.4%
of our outstanding common stock. As a result, these shareholders acting together
would be able to exert significant influence over most matters requiring
shareholder approval, including the election of directors. They would also be
able to delay or deter a change in control, which may result in shareholders not
receiving a premium on their stock.

WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

Our success largely depends on the efforts and abilities of key executives
and consultants, including Earl T. Ingarfield, our Chairman and Chief Executive
Officer, Jerry L. Busiere, our Secretary, Treasurer and a Director, and Barnum
Mow, Chief Executive Officer and President of our wholly-owned subsidiary and a
Director of our company. The loss of the services of any of these people could
materially harm our business because of the cost and time necessary to replace
and train such personnel. Such a loss would also divert management attention
away from operational issues. We do not have an employment agreement with Mr.
Busiere. We have entered into three year employment agreements with Mr.
Ingarfield and Mr. Mow, respectively. We do not maintain key-man life insurance
policies on any of these people.

WE FACE RISKS RELATED TO COLLECTION OF RECEIVABLES

We extend credit to our customers based on an assessment of their
financial circumstances, generally without requiring collateral. Our business is
seasonal and we may, in the future, offer customer discounts for placing
pre-season orders and extended payment terms for taking delivery before the peak
shipping season. Any such extended payment terms increase our exposure to the
risk of uncollectible receivables. Some of our customers have experienced
financial difficulties in the past, and future financial difficulties of
customers could materially harm our business. We have a limited amount of
experience in managing our credit and collection operations. Our inability to
properly manage this credit risk and to collect trade credit will further strain
our cash position and hamper our ability to pay our bills.

WE COULD FAIL TO ANTICIPATE CHANGES IN FASHION TRENDS

Fashion trends can change rapidly, and our business is particularly
sensitive to such changes because we typically design and arrange for the
manufacture of our apparel substantially in advance of sales of our products to
consumers. We cannot assure you that we will accurately anticipate shifts in
fashion trends, or in the popularity of golf, and adjust our merchandise mix to
appeal to changing consumer tastes in apparel in a timely manner. If we misjudge
the market for our products or are unsuccessful in responding to changes in
fashion trends or in market demand, we could experience insufficient or excess
inventory levels, missed market opportunities or higher markdowns, any of which
could substantially harm our business and our brand image.

WE FACE SUBSTANTIAL COMPETITION IN OUR BUSINESS

The sportswear and outerwear segments of the apparel industry are highly
competitive. Competition is based primarily on brand recognition, product
differentiation and quality, style and production flexibility. Our future growth
and financial success depend on our ability to further penetrate and expand our
distribution channels, including golf, corporate, international and retail
sales. We encounter substantial competition in the golf distribution channel
from Polo/Ralph Lauren, Cutter & Buck, Ashworth, Antiqua and Izod. Many of our
competitors are significantly larger and more diversified than we are and have
substantially greater resources available for developing and marketing their
products. Many of our competitors' brands also have greater name recognition
than our brands. In addition, our competitors may be able to enter the emerging
e-commerce marketplace more quickly or more efficiently than us. We cannot
assure you that we will successfully compete in this industry.

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OUR FLEXIBILITY TO USE ANY CASH FROM OUR OPERATIONS OR EXTERNAL FINANCING MAY BE
LIMITED DUE TO MINIMUM ROYALTY PAYMENTS

We are required to pay minimum royalty payments under the licenses for the
"Dockers Golf" and "British Open Collection," whether we sell licensed products
or not. Our ability to use available cash as we see fit may be restricted due to
our obligation to pay these minimum royalty payments. This could place a strain
on our ability to pay other bills or to spend such cash in the most productive
manner. As a result, we may not be able to purchase equipment, to take advantage
of corporate opportunities or to maximize our operating results.

OUR PLANNED PURSUIT OF ACQUISITIONS INVOLVES RISKS THAT MAY ADVERSELY AFFECT OUR
OPERATING RESULTS AND FINANCIAL CONDITION

As part of our growth strategy, we plan to pursue acquisitions. Candidates
for acquisition include businesses that are anticipated to allow us to:

o Achieve economies of scale in terms of purchasing, distribution and
profitability;
o Enhance our name recognition and reputation;
o Obtain rights to well-recognized brand names;
o Fill a perceived market niche; or
o Acquire products offering new price points.

If we are not correct when we assess the value, strength, weaknesses,
liabilities and potential profitability of acquisition candidates or we are not
successful in integrating the operations of the acquired businesses, our results
of operations or financial position could be adversely affected and we could
lose money. We also may not be successful in finding desirable acquisition
candidates or completing acquisitions with candidates that we identify. Future
acquisitions that we finance through issuing equity securities could be dilutive
to existing shareholders. In addition, future acquisitions may require
additional capital and the consent of our lenders. There can be no assurances
that our lenders will consent to any capital raising or acquisitions.

WE MAY BE UNABLE TO MANAGE GROWTH

Successful implementation of our business strategy requires us to manage
our growth. Growth could place an increasing strain on our management and
financial resources. To manage growth effectively, we will need to:

o Implement changes in certain aspects of our business;
o Enhance our information systems and operations to respond to
increased demand;
o Attract and retain qualified personnel; and
o Develop, train and manage an increasing number of management-level
and other employees.

If we fail to manage our growth effectively, our business, financial
condition or operating results could be materially harmed, and our stock price
may decline.

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FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in this prospectus may
contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. This information may involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from the
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe our future plans, strategies and expectations, are
generally identifiable by use of the words "may," "will," "should," "expect,"
"anticipate," "estimate," "believe," "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.

This filing contains forward-looking statements, including statements
regarding, among other things, (a) our projected sales and profitability, (b)
our company's growth strategies, (c) anticipated trends in our company's
industry, (d) our company's future financing plans, (e) our company's
anticipated needs for working capital and (f) benefits from possible future
acquisitions. These statements may be found under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business," as
well as in this prospectus generally. Actual events or results may differ
materially from those discussed in forward-looking statements as a result of
various factors, including, without limitation, the risks outlined under "Risk
Factors" and matters described in this prospectus generally. In light of these
risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this filing will in fact occur. In addition to the
information expressly required to be included in this filing, we will provide
such further material information, if any, as may be necessary to make the
required statements, in light of the circumstances under which they are made,
not misleading.

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SELLING SHAREHOLDERS

The following table presents information regarding the selling
shareholders. Except for Mr. Michael E. LaValliere, none of the selling
shareholders are officers, directors or 5% shareholders. Except for Mr.
LaValliere and Persia Consulting Group, Inc., all of the shares of common stock
being registered in this offering were purchased by the selling shareholders
from our company in a private offering which terminated on June 22, 2000. Mr.
LaValliere tendered a receivable owed to him by the company in exchange for his
shares of common stock being registered in this offering and Persia Consulting
Group, Inc. received its shares of common stock in exchange for consulting
services. The selling shareholders paid $0.35 per share in the private offering.
In the following table, percentage of beneficial ownership is based on
45,978,882 outstanding shares of common stock.

<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING SHARES
SELLING SHARES BENEFICIALLY OWNED BENEFICIALLY OWNED SHARES TO BE SOLD IN THE
SHAREHOLDER BEFORE OFFERING BEFORE OFFERING(1) OFFERING
----------- --------------- ------------------ --------
*

<S> <C> <C> <C>
Abrams, Brian 30,000 * 30,000

Alexander, Joyce 3,000 * 3,000

Alt, Les S. 200,000 * 200,000

Arnold, Gregory B. 17,500 * 17,500

Baker, Carol 6,000 * 6,000

Barr, Kenneth 15,000 * 15,000

Basil Holdings 1,000,000 2.1% 1,000,000

Beach, Ward C. 20,000 * 20,000

Bell, Eleanore D. Trust 4,500 * 4,500
dated 2/17/99, Eleanore D.
Bell, Trustee

Blakley, Dennis L. 203,000 * 203,000

Boles, Max 3,500 * 3,500

Brady, Michael H. 45,000 * 45,000

Brown, John T. 13,000 * 13,000

Byers, Jack 10,000 * 10,000

Byrnes, Denise M. and Chris E. 5,000 * 5,000

Callans, Kevin 7,142 * 7,142

Capitol Funding Group 230,000 * 230,000

Cook, Paul C. 30,000 * 30,000

Curtis, Christopher D. 100,000 * 100,000

Darbyshire, Gavin 6,000 * 6,000

Davis, Alan Lee & Debbie 28,571 * 28,571
Deon Davis as JTWROS

DeBettencourt, John T. and 20,000 * 20,000
Cynthia J. O'Brien

DeBlasio, James 150,000 * 150,000

11
<PAGE>

PERCENTAGE OF
OUTSTANDING SHARES
SELLING SHARES BENEFICIALLY OWNED BENEFICIALLY OWNED SHARES TO BE SOLD IN THE
SHAREHOLDER BEFORE OFFERING BEFORE OFFERING(1) OFFERING
----------- --------------- ------------------ --------

DeCanio, Ron 36,000 * 36,000

Dickson, Thomas W. 4,000 * 4,000

Dicola, David L. 15,000 * 15,000

Dillon, Maria Mercedes 200,000 * 200,000

Diroff, Joseph M. 6,000 * 6,000

Drew, Larry A. and Lois I. 50,000 * 50,000
Drew as T/E

Drucis (The Drucis Living 28,500 * 28,500
Trust dated 10/23/98, Thomas
H. & Kristin Drucis, Trustees)

Dudash, Fred L. 4,500 * 4,500

Dunning, Jerry E. 35,000 * 35,000

Epter Trust (Bernard A. 5,000 * 5,000
Epter Revocable Trust dated
3/26/90, Bernard A. Epter
and Minnette S. Epter,
Co-Trustees)

Fallon, Richard L. 3,000 * 3,000

Feeney, Robert J. 10,000 * 10,000

Fehily, John J. 30,000 * 30,000

Fisher, John C. 300,000 * 300,000

Five T. Co. 15,000 * 15,000

Fraley, George D. Trust 10,000 * 10,000
(George D. Fraley, Trustee)

French, C. Ted 30,000 * 30,000

Fullerton, Daniel S. 15,000 * 15,000

Gammiere, Richard 150,000 * 150,000

Gardner, Don 6,000 * 6,000

Gattegno, Mayer & Lisa as 60,000 * 60,000
JTWROS

Gentle, Dale E. 15,000 * 15,000

Giddings, Thomas & Frances 50,000 * 50,000
Revocable Family Living
Trust dated 11/10/99, Thomas
or Frances Giddings, Trustees

Gillette, Bryan 150,000 * 150,000

Gordon, Carol 42,706 * 42,706

12
<PAGE>

Gotlib, Michael C. 6,000 * 6,000

Graves, Frederick & Grace 6,000 * 6,000

Gray, Ronald J. 9,000 * 9,000

Greer, Adolphus H. & Hazel L. 3,000 * 3,000

Gregory, Mark 114,286 * 114,286

Hadlock, Kelly M. 14,500 * 14,500

Hayes, David A. 100,000 * 100,000

Heise, Richard B. 100,000 * 100,000

Herrig, Larry T. 10,000 * 10,000

Herrig, Steve F. 5,000 * 5,000

Howe, Dennis L. 20,000 * 20,000

Huzella, James W. 100,000 * 100,000

Huzella, Nicholas S. 100,000 * 100,000

Huzella, Norbert T. 150,000 * 150,000

Huzella, Thomas R. and 300,000 * 300,000
Carole L.

Isaac, Timothy K. 260,000 * 260,000

J & K Investment Co., LP 150,000 * 150,000

Jade International Ltd. 1,000,000 2.1% 1,000,000

Jakovac, Frank J. 400,000 * 400,000

James, David C. 100,000 * 100,000

Kajcienski, Steven 25,000 * 25,000

Kalnitsky, Sheldon 100,000 * 100,000

Kaplan, Ivan 100,000 * 100,000

Keith, J. Lloyd 12,857 * 12,857

Kevlin, George Patrick 142,857 * 142,857

Knight, Michael A. 100,000 * 100,000

Kopperman, Morton S. 25,000 * 25,000

Lacerete, Philip 1,071,429 2.3% 1,071,429

LaValliere, Michael(2) 1,762,940 3.8% 172,923

Lemieux, Mario 300,000 * 300,000

Lone Star Capital, Inc. 100,000 * 100,000

Mader, John R. 30,000 * 30,000

Maguire, Dr. Richard 30,000 * 30,000

Maina, Peter R. 200,000 * 200,000

13
<PAGE>

Matthews, Thomas 100,000 * 100,000

McCondichie, Dunklin 128,571 * 128,571

McCown, Philip R., Jr. 30,000 * 30,000

McCray, Douglas C. 3,000 * 3,000

McDonald, James T. and 28,571 * 28,571
Marcia D.

McKee, James 357,143 * 357,143

Mead, John S., III 100,000 * 100,000

Meister, John 71,429 * 71,429

Morse, Charles B. 10,000 * 10,000

Morton, Edmund W., III 15,000 * 15,000

Nelms, William C. 5,000 * 5,000

Noriega, Michael 300,000 * 300,000

Nover, Samuel A. 40,000 * 40,000

Parker, Clayton E. 30,000 * 30,000

Pelaia, Frank 40,000 * 40,000

Perkins International 1,000,000 2.1% 1,000,000

Persia Consulting Group, Inc. 350,000 * 350,000

Piana, Michelle A. 30,000 * 30,000

Pullman, Billy 90,000 * 90,000

Quillan, Michael L. 66,000 * 66,000

Raible, Mark D. 14,300 * 14,300

Rauchberg, Steven C. 20,000 * 20,000

Raulerson, James D. 60,000 * 60,000

Robinson, Richard F. 6,000 * 6,000

Rowland, P. Thomas 30,000 * 30,000

Sea Oats International Ltd. 1,000,000 2.1% 1,000,000

Seiders, Terry M. 10,000 * 10,000

Shaffer, Gregory and Tonya 60,000 * 60,000
Shaffer as JTWROS

Shields, Harry D. 100,000 * 100,000

Smith, Gary 5,000 * 5,000

Smith, Lori J. 2,000 * 2,000

Spicuzza, Debora M. & Cary 28,571 * 28,571

14
<PAGE>

Strauch, Gary 30,000 * 30,000

Strauch, Seymour 30,000 * 30,000

Taylor, David R. 20,000 * 20,000

Thomas, D. Michael 150,000 * 150,000

Tominelli, Robert A. & 20,000 * 20,000
Linda O.

Trottier, Doug E. 6,000 * 6,000

Tucker, Leslie H. 30,000 * 30,000

Tucker, Susan 50,000 * 50,000

Tucker, Wade 15,000 * 15,000

Wallo, Robert J. 150,000 * 150,000

Walters, Robert J. 74,999 * 74,999

Wasserstrum, Seymour 114,286 * 114,286

Weigel, Steven G. & Peggy C. 1,000 * 1,000
Layton

Weigel, T.R. 10,000 * 10,000

West Indies Ltd. 1,000,000 2.1% 1,000,000

Wickerham, Robert W. & 150,000 * 150,000
Karen G.

Wright, James R., Jr. 6,000 * 6,000

Young, Carol 10,000 * 10,000

-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
------------------------

(1) Except for Basil Holdings, Jade International Ltd., Mr. Lacerete, Mr.
LaValliere, Perkins International, Sea Oats International Ltd. and West Indies
Ltd., none of the selling shareholders beneficially owns 1% or more of our
common stock before this offering.

(2) Mr. LaValliere will own 3.4% of our outstanding common stock if all of his
shares being registered in this offering are sold.

SELLING SHAREHOLDERS' REGISTRATION RIGHTS

In connection with the private offering in which the selling shareholders
purchased the shares of common stock being registered in this offering, we
agreed, pursuant to a registration rights agreement to use our best efforts to
register the shares of our common stock covered by this prospectus. Our
registration of the shares does not necessarily mean that the selling
shareholders will sell all or any of the shares covered by this prospectus.

15
<PAGE>

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered
and sold from time to time by selling shareholders of our company. There will be
no proceeds to our company from the sale of shares of common stock in this
offering.

CAPITALIZATION

The following table sets forth the total capitalization of our company as
of March 31, 2000 and December 31, 1999:

MARCH 31, 2000 DECEMBER 31, 1999
ACTUAL ACTUAL
(UNAUDITED) (AUDITED)
----------- ---------

Long-term Debt, Less Current Portion $ 0 $ 0

Stockholders' equity or capital deficit:

Common stock, $0.001 par value;
50,000,000 shares authorized,
29,411,479 and 26,374,022 shares 29,412 26,374
issued and outstanding(1)
Additional paid-in capital 8,279,483 7,092,848
Common stock subscription receivable (285,000) (30,000)
Accumulated deficit (8,144,191) (5,563,135)
Total stockholders' equity or (120,296) 1,526,087
(deficit)
Total capitalization $ (120,296) $ 1,526,087
---------------------

(1) Excludes (a) 14,702,926 shares of common stock issued after March 31, 2000
and (b) outstanding options and warrants to purchase 1,864,477 and 424,714
shares of our common stock, respectively.

16
<PAGE>

PLAN OF DISTRIBUTION

The selling shareholders have advised us that the sale or distribution of
our company's common stock owned by the selling shareholders may be effected
directly to purchasers by the selling shareholders or by pledgees, donees,
transferees or other successors in interest, as principals or through one or
more underwriters, brokers, dealers or agents from time to time in one or more
transactions (which may involve crosses or block transactions) (i) in the
over-the-counter market or in any other market on which the price of our
company's shares of common stock are quoted or (ii) in transactions otherwise
than in the over-the-counter market, or in any other market on which the price
of our company's shares of common stock are quoted. Any of such transactions may
be effected at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at varying prices determined at the time of
sale or at negotiated or fixed prices, in each case as determined by the selling
shareholders or by agreement between the selling shareholders and underwriters,
brokers, dealers or agents, or purchasers. If the selling shareholders effect
such transactions by selling their shares of our company's common stock to or
through underwriters, brokers, dealers or agents, such underwriters, brokers,
dealers or agents may receive compensation in the form of discounts, concessions
or commissions from the selling shareholders or commissions from purchaser of
common stock for whom they may act as agent (which discounts, concessions or
commissions as to particular underwriters, brokers, dealers or agents may be in
excess of those customary in the types of transactions involved). The selling
shareholders and any brokers, dealers or agents that participate in the
distribution of the common stock may be deemed to be underwriters, and any
profit on the sale of common stock by them and any discounts, concessions or
commissions received by any such underwriters, brokers, dealers or agents may be
deemed to be underwriting discounts and commissions under the Securities Act.

Under the securities laws of certain states, the shares of common stock
may be sold in such states only through registered or licensed brokers or
dealers. We will inform the selling shareholders that any underwriters, brokers,
dealers or agents effecting transactions on behalf of the selling shareholders
must be registered to sell securities in all fifty states. In addition, in
certain states the shares of common stock may not be sold unless the shares have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.

We will pay all the expenses incident to the registration, offering and
sale of the shares of common stock to the public hereunder other than
commissions, fees and discounts of underwriters, brokers, dealers and agents. We
have agreed to indemnify the selling shareholders and their controlling persons
against certain liabilities, including liabilities under the Securities Act. We
estimate that the expenses of the offering to be borne by it will be
approximately $180,000. We will not receive any proceeds from the sale of any of
the shares of common stock by the selling shareholders.

We will inform the selling shareholders that the anti-manipulation
provisions of Regulation M under the Exchange Act may apply to purchases and
sales of shares of common stock by the selling shareholders, and that there are
restrictions on market-making activities by persons engaged in the distribution
of the shares. We will advise the selling shareholders that if a particular
offer of common stock is to be made on terms constituting a material change from
the information set forth above with respect to the Plan of Distribution, then
to the extent required, a Prospectus Supplement must be distributed setting
forth such terms and related information as required.

17
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE
CONSOLIDATED FINANCIAL STATEMENTS OF OUR COMPANY AND THE NOTES THERETO APPEARING
ELSEWHERE IN THIS FILING.

OVERVIEW

Through our wholly-owned subsidiary, we design, manufacture and market
distinctive premium and moderately-priced sportswear. We sell our products
primarily through golf pro shops and resorts, corporate sales accounts and
better specialty stores. Our sportswear is marketed under three distinct labels:
Avid Sportswear, British Open Collection and Dockers Golf. From our
incorporation on September 19, 1997 until March 1, 1999, we had no operations.
On March 1, 1999, we acquired Avid Sportswear, Inc., which has been in the
business of designing, manufacturing and marketing golf apparel since October 6,
1988. For accounting purposes, the acquisition was treated as a purchase of Avid
Sportswear, Inc. All of our business operations are conducted through Avid
Sportswear, Inc.

PLAN OF OPERATIONS

ADDITIONAL FUND RAISING ACTIVITIES. As of March 31, 2000, we had $654,992
of cash-on-hand. We have historically funded our operations through a
combination of internally generated cash, funds loaned to our company by certain
of its officers and directors and through the sale of securities. Since March
31, 2000, we have raised approximately $4.9 million from the sale of securities.
We may need to raise additional funds to meet expected demand for our products
in 2000 and beyond. Expenses are anticipated to increase in preparation of the
upcoming season due to, among other things, the addition of the Dockers Golf and
British Open Collection labels. If we underestimate demand or incur unforeseen
expenses in our product design or other areas, such funds may be required
earlier.

SUMMARY OF ANTICIPATED PRODUCT DEVELOPMENT. We spent approximately
$350,000 on product development in 1999 and expect to spend approximately
$500,000 on product development in 2000 in preparing for future seasons and in
designing products for the Dockers Golf and British Open Collection labels.
Because these product development efforts are in their infancy, we expect these
efforts to continue into the foreseeable future. Initially, these efforts are
expected to focus on golf-related apparel and may eventually include other types
of apparel. Even after our product lines mature, we expect product development
to remain a significant expense due to changing fashions and other factors. We
expect a national roll-out of our Dockers Golf and British Open Collection
labels in the Fall of 2000.

SIGNIFICANT PLANT AND EQUIPMENT PURCHASES. In 2000, we expect to purchase
computer hardware and software, telephone and embroidery equipment. We estimate
that the cost of this equipment to be approximately $1,000,000.

18
<PAGE>

CHANGES IN NUMBER OF EMPLOYEES. We currently have 60 employees. As shown
in the following chart, we anticipate hiring additional personnel during 2000 in
connection with our expected growth plans. We believe that these personnel will
be adequate to accomplish the tasks set forth in the plan.

PROJECTED
CURRENT EMPLOYEES
DEPARTMENT EMPLOYEES 2000
---------- --------- ----
Marketing and Sales 5 7
Embroidery and Sewing 27 32
Warehousing and Delivery 9 10
Design and Production 3 5
Control
Administrative and Other
Support Positions 16 21
-------- --------
Total Employees 60 75
-------- --------
Independent Contractors - 31 34
Sales
-------- --------

MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

The following table sets forth, for the periods presented, the percentage
of net sales represented by certain items in our company's Consolidated
Statement of Operations for the quarter ended March 31, 2000 and 1999:

PERCENTAGE OF SALES

QUARTER ENDED QUARTER ENDED
MAR. 31, 2000 MAR. 31, 1999
------------- -------------

Sales, net 100.0% 100.0%

Cost of goods (75.2%) (31.3%)
sold

Gross margin 24.8% 68.7%

Operating (245.9%) (442.7%)
expenses

(Loss) from (221.1%) (374.0%)
operations

Interest expense (24.4%) (11.7%)

Net loss (245.0%) (385.1%)

19
<PAGE>

THREE MONTH PERIODS ENDED MARCH 31, 2000 AND 1999

Our results of operations for the three-month period ended March 31, 1999,
included one month of operations of our wholly-owned subsidiary, Avid
Sportswear, Inc. We acquired Avid Sportswear, Inc. on March 1, 1999. Our results
of operations in the three-month period ended March 31, 2000, included three
months of operations of our wholly-owned subsidiary.

SALES, NET. Sales, net increased $0.6 million, or 159.2%, from $0.4
million to $1.0 million in the three months ended March 31, 2000 compared to the
same period in the prior year. This increase was primarily attributable to the
operations of our wholly-owned subsidiary, Avid Sportswear, Inc. The three-month
period ended March 31, 2000, included three months of operating results compared
to one month of operating results in the same period in the prior year.

COST OF GOODS SOLD. Cost of goods sold increased $0.6 million, or 522.7%,
from $0.1 million to $0.7 million in the three months ended March 31, 2000
compared to the same period in the prior year. Cost of goods sold as a
percentage of sales, net, increased from 31.3% in the three months ended March
31, 1999 to 75.2% in the three months ended March 31, 2000. This increase was
primarily attributable to increased sales, net and the higher cost of materials
incurred in connection with the introduction of the Dockers Golf and British
Open Collection product lines.

GROSS PROFIT. Gross profit decreased $17,689 in the three months ended
March 31, 2000 compared to the same period in the prior year. Gross profit as a
percentage of sales, net decreased from 68.7% to 24.8% in the three months ended
March 31, 1999 and 2000, respectively. This decrease was primarily attributable
to the increase in cost of goods sold in the current period compared to the same
period in the prior year.

SELLING EXPENSES. Selling expenses increased $0.5 million, or 442.5%, from
$0.1 million to $0.6 million in the three months ended March 31, 2000 compared
to the same period in the prior year. This increase was primarily attributable
to the start-up costs incurred in connection with the introduction of the
Dockers Golf and British Open Collection product lines.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased $0.2 million, or 13.2%, from $1.6 million to $1.9 million in the three
months ended March 31, 2000 compared to the same period in the prior year. This
increase was primarily attributable to the issuance of common stock for
services, including 1.2 million shares of common stock issued to Barnum Mow, a
director of our company and Chief Executive Officer of our wholly-owned
subsidiary, Avid Sportswear, Inc. and options to purchase a total of 1.0 million
shares of common stock issued below market value to Earl T. Ingarfield, our
Chairman and Chief Executive Officer of our company, Thomas Browning, a director
of our company, Michael LaValliere, a director of our company, and two
shareholders of our company. These options were granted in exchange for personal
guaranties of corporate indebtedness. These options accounted for approximately
$0.3 million of general and administrative expenses in the three-month period
ended March 31, 2000.

INTEREST EXPENSE. Interest expense increased $0.2 million, or 441.0%, in
the three-month period ended March 31, 2000, compared to the same period in the
prior year. This increase consisted primarily of $0.2 million of interest
expense to reflect a discount given in connection with the conversion of debt to
equity. In total, during the three-month period ended March 31, 2000, $0.6
million of debt was converted into 1.9 million shares of common stock at an
average price of $0.314 per share.

NET LOSS. Net loss increased $1.1 million, or 68.8%, from $1.5 million to
$2.6 million in the three months ended March 31, 2000 compared to the same
period in the prior year. This increase was primarily attributable to the
increase in cost of goods sold, general and administrative expenses and interest
expense in the three-month period ended March 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2000, we had $654,992 in cash-on-hand, consisting mainly
of the net proceeds from the sale of common stock. A discussion of how we
generated and used cash in the period follows:

20
<PAGE>

OPERATING ACTIVITIES. Our operating activities used $2.0 million in cash
during the three month period ended March 31, 2000, consisting mainly of a net
loss of $2.5 million, partially offset by common stock issued for services
valued at $0.4 million.

INVESTING ACTIVITIES. Our investing activities used $0.5 million in cash
during the three month period ended March 31, 2000, consisting mainly of the
purchase of sewing, folding and steam machines and embroidery equipment.

FINANCING ACTIVITIES. Financing activities provided net cash of $2.9
million, generated mainly by the sale of common stock in the amount of $2.4
million and the receipt of net loan proceeds of $0.5 million.

Since March 31, 2000, we have funded our operations primarily through the
sale of our common stock in a private offering. We have raised approximately
$4.9 million from the sale of our common stock at a price of $0.35 per share in
a private offering. Expenses are anticipated to increase in preparation of the
upcoming season due to, among other things, the addition of the Dockers Golf and
British Open Collection labels. Our need for funding will increase likewise. If
we underestimate demand or incur unforeseen expenses in our product design or
other areas, such funds may be required earlier.

SEASONALITY

o Seasonal fluctuation in consumer demand;
o The timing and amount of orders from key customers; and
o The timing and magnitude of sales of close-out merchandise and
availability of products.

As a result of these and other factors, our operating results may fall
below market analysts' expectations in some future quarters, which could
materially harm the market price of our common stock.

GOING CONCERN OPINION

Our independent auditors have added an explanatory paragraph to their
audit opinions issued in connection with the 1999 and 1998 financial statements
which states that our company does not have significant cash or other material
assets to cover its operating costs and to allow it to continue as a going
concern. Our ability to obtain additional funding will determine our ability to
continue as a going concern. Our financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

21
<PAGE>

DESCRIPTION OF BUSINESS

OVERVIEW

o Avid Sportswear;
o Dockers Golf; and
o British Open Collection.

FINANCIAL PERFORMANCE

We have historically lost money. For the three-months ended March 31,
2000, we sustained losses of $2.6 million. For the year ended December 31, 1999,
we sustained losses of $5.0 million. Our independent auditors have noted that
our company does not have significant cash or other material assets to cover its
operating costs and to continue as a going concern. Accordingly, we may
experience significant liquidity and cash flow problems if we are not able to
raise additional capital as needed and on acceptable terms. For more information
concerning our financial performance, please see "Risk Factors - We Have
Historically Lost Money and Losses May Continue in the Future" and "Management's
Discussion and Analysis or Plan of Operation."

PURCHASE OF AVID SPORTSWEAR, INC.

On December 18, 1998, we entered into an agreement to purchase Avid
Sportswear, Inc. from its shareholders. The purchase was completed on March 1,
1999. We paid $725,000 in cash and issued 1,100,000 shares of our common stock
to the former shareholders of Avid Sportswear, Inc. In connection with the
purchase, we were required to advance $1,826,111 to Avid Sportswear, Inc. to be
used to satisfy certain liabilities owed by Avid Sportswear, Inc. Avid
Sportswear, Inc. remains liable for any liabilities which existed on March 1,
1999. We received standard representations and warranties from the former
shareholders of Avid Sportswear, Inc., who also agreed to indemnify us for
certain events.

LICENSES TO USE CERTAIN TRADEMARKS

Of the three labels our products are marketed under, the "Dockers Golf"
and "British Open Collection" are licensed from their respective owners. The
"Avid Sportswear" label is owned by our wholly-owned subsidiary. A description
of these licenses follows:

22
<PAGE>

BRITISH OPEN COLLECTION. On December 8, 1998, our wholly-owned subsidiary
obtained the sole and exclusive right and license to use certain trademarks
associated with the British Open Golf Championship. The licensor is The
Championship Committee Merchandising Limited, which is the exclusive licensor of
certain trademarks from The Royal & Ancient Golf Club of St. Andrews, Scotland.
This license is for the United States and its territories and has a seven year
term. Under this license, our wholly-owned subsidiary may manufacture,
advertise, distribute and sell products bearing the licensed trademarks to
specialty stores and the menswear departments of department stores. It is not
permitted to sell these products to discount stores or mass-market retail
chains. In return for this license, our wholly-owned subsidiary must pay the
licensor, on a quarterly basis, a royalty equal to five percent of net wholesale
sales of products bearing these trademarks, subject to a guaranteed minimum
royalty. Net wholesale sales means the invoiced wholesale billing price, less
shipping, discounts actually given, duties, insurance, sales taxes, value-added
taxes and credits allowed for returns or defective merchandise. Our wholly-owned
subsidiary may also deduct uncollectible accounts up to a total of five percent
of such sales. The guaranteed minimum royalty is as follows:

CONTRACT YEAR: MINIMUM ROYALTY:
-------------- ----------------
1 $100,000
2 $125,000
3 $150,000
4 $175,000
5 $200,000
6 $200,000
7 $200,000

The licensor has the right to approve or disapprove in advance of sale the
quality, style, color, appearance, material and workmanship of all licensed
products and packaging. It may also approve or disapprove any and all
endorsements, trademarks, trade names, designs and logos used in connection with
the license. Our wholly-owned subsidiary must submit samples of the licensed
products to the licensor for examination and approval or disapproval prior to
sale.

DOCKERS GOLF. On May 10, 1999, our wholly-owned subsidiary obtained the
exclusive, non-assignable right to use the "Dockers Golf" trademark solely in
connection with the manufacturing, advertising, distribution and sale of
products to approved retailers. The licensor is Levi Strauss & Co. This license
is for the United States, its territories and Bermuda. It has an initial term
expiring on December 31, 2003 and will renew for an additional three year term
expiring December 31, 2006 if: (i) net sales of the licensed products for
calendar year 2002 are at least $17.0 million and (ii) our wholly-owned
subsidiary has not violated any material provisions of the license. Thereafter,
the licensor will negotiate in good faith for up to two additional three year
terms if: (i) the license is renewed for the initial renewal period, (ii) our
wholly-owned subsidiary's net sales for each year in the initial renewal period
have exceeded its projected sales for each such year and (iii) our wholly-owned
subsidiary has not violated any material provisions of the license. Subject to a
guaranteed minimum royalty, our wholly-owned subsidiary must pay the licensor a
royalty of six percent of net sales of first quality products and four percent
of net sales of second quality products and close-out or end-of-season products.
If second quality products and close-out or end-of-season products account for
more than ten percent of total licensed product sales, then the royalty on such
products will be six percent instead of four percent. The guaranteed minimum
royalty is as follows:

CONTRACT YEAR: MINIMUM ROYALTY:
-------------- ----------------
1 $250,000
2 $540,000
3 $765,000
4 $990,000

The guaranteed minimum royalty in the initial renewal period, if any, will
be equal to seventy-five percent of our wholly-owned subsidiary's projected
earned royalty derived from the sales plan provided for each annual period
contained in the initial renewal period. The guaranteed minimum royalty is
payable quarterly, except for the first year in which it is payable as follows:
$25,000 on March 31, 2000, $50,000 on June 30, 2000, $75,000 on September 30,
2000 and $100,000 on December 31, 2000.

23
<PAGE>

Our wholly-owned subsidiary is required to spend at least three percent of
its projected sales of licensed products for each year on advertising for this
brand. Between June 1, 1999 and December 31, 1999, it was required to spend at
least $240,000 on initial product launch advertising. The license requires our
wholly-owned subsidiary to produce two collections per year for the
spring/summer and winter/fall seasons, in at least 52 styles, of which 40 must
be tops and 12 bottoms. The licensor has the right to approve or disapprove in
advance of sale the trademark use, styles, designs, dimensions, details, colors,
materials, workmanship, quality or otherwise, and packaging. The licensor also
has the right to approve or disapprove any and all endorsements, trademarks,
trade names, designs and logos used in connection with the license. Samples of
the licensed products must be submitted to the licensor for examination and
approval or disapproval prior to sale.

BUSINESS STRATEGY

Our goal is to become one of the most recognized and respected brands in
sports apparel. Key elements of our business strategy include:

o MARKET PENETRATION OF EXISTING LABELS. We hope to leverage our
brands into greater shelf space by cross-promoting our products and
by offering in-store fixturing programs. In addition, we intend to
hire additional sales staff and independent sales representatives to
broaden our customer base. We currently sell to over 800 customers
in the United States. We estimate that the United States market is
comprised of more than 4,500 golf pro shops and 1,000 better
specialty stores. We intend to use our labels and sales staff to
broaden our customer base and increase our average order size.

MARKET

Our target customers are sports-minded professional men and women who like
casual, high-quality and distinctively styled apparel that reflects an active
lifestyle. We believe golf's popularity has risen in recent years. According to
the National Golf Foundation and McKinsey & Company, the number of rounds played
in the United States was 530 million rounds in 1998 and is projected to increase
to 630 million rounds in 2010. Over this same time frame, according to the
National Golf Foundation and McKinsey & Company, the number of golfers in the
United States is projected to increase from 26 million golfers in 1998 to 29
million golfers by 2010. The National Golf Foundation projects the market for
sales of sportswear apparel sold through all golf facilities to increase between
3% to 5% annually through 2005. As indicated above, we believe there are over
4,500 golf pro shops and 1,000 better specialty stores in the United States.

COMPETITION

The sportswear and outerwear segments of the apparel industry are highly
competitive. Competition is based primarily on brand recognition, product
differentiation and quality, style and production flexibility. Five companies
account for about one-quarter of all apparel sales in the industry. These
companies are: Polo/Ralph Lauren, Cutter & Buck, Ashworth, Antiqua and Izod.
Between 200 and 300 companies account for the remaining apparel sales in the
industry. Many of these companies have greater resources and sell brands with
greater name recognition than us. We are attempting to differentiate ourselves
from our competitors by purchasing or licensing well-established brand names and
producing high quality, stylish sportswear.

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<PAGE>

PRODUCTS

We design industry-leading products which feature high-quality materials,
such as fine-gauge combed cotton, virgin wools and performance microfibers. Our
products are finished with unique trims, special fabric finishes and washes and
extra needlework. All of our manufacturing is outsourced to independent
contractors. We offer distinctive products under the following three labels:

o Avid Sportswear;
o Dockers Golf; and
o British Open Collection.

AVID SPORTSWEAR. The Avid Sportswear label is designed exclusively for the
men's market and is sold in the premium and mid-priced product categories. This
product line features higher quality materials and sewing, and more detailed
designs in the premium category than in the mid-priced category. It is marketed
to golfers and others.

DOCKERS GOLF. The Dockers Golf label is designed for the men's market. It
is marketed to brand-conscious golfers seeking moderately priced, high quality
golf apparel. This label appeals to the casual market, and is rugged and
durable.

BRITISH OPEN COLLECTION. The British Open Collection label is designed for
the men's market. It is marketed exclusively as a premium brand, and will
combine the elegance and tradition that characterizes the British Open Golf
Tournament. This label is made of the finest quality material and features
detailed designs and embroidery.

PRODUCT DEVELOPMENT

Our experienced product development team determines product strategy,
color and fabric selection. With respect to the "British Open Collection" and
"Dockers Golf" labels, the respective licensors have the right to approve or
disapprove the design and other aspects of our products prior to sale and may
require modifications. Our design and production teams coordinate product
development, negotiate price and quantity with cutting and sewing contractors,
purchase fabrics and trim, and establish production scheduling. These teams also
coordinate the inspection of fabric deliveries and perform fabric testing for
shrinkage and color-fastness. Except for embroidering, all manufacturing is
outsourced to independent contractors. We do not have any long-term agreements
with our contractors. Our quality control personnel are responsible for
inspecting finished goods on arrival from our contractors.

The production of our product lines is time sensitive. Due to seasonal
variations in the demand for golf apparel, we are required to forecast market
demand, place raw material orders and schedule cutting and sewing services in
order to have inventory available to meet projected sales. Our designs are
usually finalized between six and nine months prior to the display of our
seasonal product lines by customers. We design for two collections per year, the
spring/summer and winter/fall seasons. Collections are shipped about three to
four months in advance of display by our customers.

Since we did not begin significant operations until March 1, 1999, the
date we acquired Avid Sportswear, Inc., we did not spend any money on product
development in 1998 or 1997. We spent approximately $350,000 in 1999 and
$250,000 in 1998. We expect to spend approximately $500,000 in 2000 on product
development. None of these costs were borne directly by our customers.

SOURCES OF SUPPLY

The design staff is responsible for creating innovative products for our
two seasonal collections. During the design process, our manufacturing sources
develop new seasonal textiles in association with the design team. This enables
us to source a wide variety of textile and printed artwork designs. Our
materials are sourced from a wide variety of domestic and foreign suppliers. The
only key supplier we significantly rely on is Levi Strauss & Co., which sources
some of the products sold under the Dockers Golf label. We believe we can
replace the loss of any supplier other than Levi Strauss & Co. without causing
any material harm to our business.

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<PAGE>

DISTRIBUTION AND SALES

GENERAL. Our products are distributed in the United States primarily
through golf pro shops, resorts and specialty stores. Our products are sold
through a dedicated sales staff as well as independent sales representatives. As
of May 31, 2000, our sales staff was composed of five employees and thirty-one
independent sales representatives. Each employee or sales representative is
responsible for serving targeted accounts in a specific geographic region
through merchandise consultation and training, and for meeting specific account
growth and average-order-size goals. They present our collections each season at
national and regional trade shows and at customers' stores through promotional
literature and samples. In addition to other responsibilities, these employees
and sales representatives implement our merchandise fixturing program with
suitable golf pro shops, resorts and specialty stores. Our products are
typically sold on open account with payment required within thirty days.
Department stores and other chains may require extended credit terms as a
condition to carrying a product line. We will where required conform to this
industry practice.

AVID SPORTSWEAR. The Avid Sportswear product line is distributed in the
United States primarily through golf pro shops, resorts and specialty stores.
This product line is an approved vendor with Collegiate Licensing Company and
sells to several professional sports teams.

BRITISH OPEN COLLECTION. The British Open Collection product line is
distributed in the United States primarily through department stores and
high-end golf pro shops. In the upcoming season, we intend to expand our
customer base by targeting high-end golf pro shops, resorts and specialty
stores.

DOCKERS GOLF. The Dockers Golf product line is distributed in the United
States primarily through golf pro shops and specialty golf stores. We believe
this product line will have broad appeal and expect to target traditional mass
merchandise retail outlets as well as the golf pro shops, resorts and specialty
stores.

MERCHANDISING AND MARKETING

We believe our three labels are well-positioned to cater to three distinct
product categories - the larger size, premium-priced and moderately-priced
product categories. Avid Sportswear features harder-to-find, larger sizes in the
premium and moderately priced product categories. The British Golf Collection is
an upscale, premium priced product line, and the Dockers Golf is a brand
conscious, moderately priced product line. We hope to leverage these brands to
expand our product offerings, customer base and average-order-size. All of our
products have golf-themes and are color-related. Our labels are generally
featured prominently on our products and displays to help build brand loyalty.
Our products are directed at sports-minded professional men who like casual,
high-quality and distinctively styled apparel that reflects an active lifestyle.
We expect our product lines to appeal to both golfers and others who identify
with an active lifestyle.

We currently advertise in national and regional trade magazines and
participate in various trade shows. Our products are also marketed on the World
Wide Web at http://www.avidsportswear.com, where we provide information and
pictures of products. Our promotional program offers point-of-sale displays
maintained by our sales staff and independent sales representatives. This
in-store fixturing program helps to showcase these collections and enhances our
brand image at the point of sale. The fixtures are designed to display assorted
elements of our collections and allow the consumer to easily assemble and
purchase coordinated outfits.

Our merchandise is sold and shipped to customers in collection groups. We
believe this will help to reinforce the strength of our product offerings.

For specialty items, we have developed an in-house embroidery service and
also work with independent embroiderers to embroider the customer's name or logo
on our garments.

ORDER BOOKING CYCLE AND BACKLOG

We receive our orders for a season over a ten month period beginning when
samples are first shown to customers and continuing into the season. We begin to
take orders for our fall collections in January, generally for delivery between
May and October and for our spring collection in August, generally for delivery
between November and April. Our domestic backlog, which consists of open,
unfilled customer orders, has not historically comprised a significant part of

26
<PAGE>

our business. We expect our domestic backlog to become significant in the future
with the appeal of the Dockers Golf and British Open Collection labels.

INTELLECTUAL PROPERTY

We are attempting to build a brand name in the golf apparel industry. To
that end, we have received trademark protection in the United States for the
"Avid" name and logo. We are evaluating whether to apply for trademark
protection in other countries. Our name and logo are regarded as valuable assets
and critical to marketing our products.

The names and logos associated with the "British Open Collection" and
"Dockers Golf" are licensed from their respective owners.

STOCK AND OPTION ISSUANCES FOR PERSONAL GUARANTEES

Several individuals have personally guaranteed our lease obligations and
other corporate indebtedness. In exchange for these personal guarantees, our
company had agreed to issue the following individuals the number of shares of
common stock opposite their names:

NAME NUMBER OF SHARES
---- ----------------

Earl T. Ingarfield 11,500,000
Thomas Browning 3,000,000
Michael LaValliere 3,000,000
Jeffrey Abrams 2,000,000
Stephen Ponsler 2,000,000

On January 17, 2000, all of the above described transactions were
rescinded and, in lieu thereof, our company granted the following options:

NAME NUMBER OF SHARES EXERCISE PRICE
---- ---------------- --------------

Earl T. Ingarfield 200,000 $0.30
Thomas Browning 200,000 $0.30
Michael LaValliere 200,000 $0.30
Jeffrey Abrams 200,000 $0.30
Stephen Ponsler 200,000 $0.30

MR. INGARFIELD OBTAINED CONTROL OF OUR COMPANY ON JUNE 4, 1998

As mentioned earlier in this filing, we were formed on September 19, 1997
in Nevada. On or about June 4, 1998, Lido Capital Corporation, an entity
wholly-owned by our President, Mr. Ingarfield, purchased 3,000,000 shares of
common stock (adjusted for a 3 for 1 stock split) for $150,000 from our founding
shareholders, Thomas Gelfand, Robert Gelfand and Jin Sook Lee. At the time of
the purchase, our company had 6,300,000 shares of common stock outstanding
(adjusted for a 3 for 1 stock split). As a result, Mr. Ingarfield owned 47.6% of
our company's outstanding capital stock. Mr. Ingarfield currently owns 31.4% of
our company's outstanding capital stock.

LEGAL PROCEEDINGS

We are involved in various claims and legal actions arising in the
ordinary course of business. In our opinion, the ultimate disposition of these
matters will not have a material adverse effect on our company.

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<PAGE>

MANAGEMENT

Information concerning our current executive officers and directors is set
forth in the following table:

NAME: AGE: POSITION:

Earl T. Ingarfield 40 President, Chief Executive Officer and
Chairman

Jerry L. Busiere 65 Secretary, Treasurer and Director

Michael E. 39 Director
LaValliere

Thomas L. Browning 40 Director

Barnum Mow 43 Director and Chief Executive Officer and
President of Avid Sportswear, Inc.

David Roderick 47 Executive Vice-President of Merchandising
and Design of Avid Sportswear, Inc.

EARL T. INGARFIELD has been the Chief Executive Officer, President and
Chairman since June 1998. Since June 30, 1995, Mr. Ingarfield has also been the
sole owner of Lido Capital Corporation, a privately-held company in Sarasota,
Florida. From 1979 to 1987, he was a professional hockey player for the Atlanta
Flames, Calgary Flames and Detroit Red Wings. For many years, he has also been
involved in Indy-car racing, offshore boat racing and is an avid golfer.

JERRY L. BUSIERE has been the Secretary, Treasurer and a Director since
June 1998. Mr. Busiere has over forty-one years of experience in accounting and
taxation. From 1997 to July 1998, he was Controller of Lido Capital Corporation,
a privately-held company owned by Mr. Ingarfield. From 1989 to 1995, he was a
Senior Rate Analyst and Chief Financial Officer of Poly-Portables, Inc., a
Georgia-based manufacturing company. From 1962 to 1988, he owned his own
accounting practice. He has served as a consultant for numerous companies, such
as Wellcraft Boat Manufacturing, Englewood Disposal Service, Poly-Portables,
Inc., Colony Beach Resort, Buccaneer Inn and Far Horizon Resorts. He received an
A.S. Degree in 1973 from the University of South Florida in Sarasota, Florida.

MICHAEL E. LAVALLIERE has been a Director of our company since June, 1998.
Since 1996, he has also been President and CEO of Collaborative Marketing
Services, Inc. ("CMS"), a leader in the marketing and distribution of kiosk
advertising programs and point of sale machines in a broad range of
applications. Under Mr. LaValliere's leadership, CMS has become an industry
leader in the area of web page design activities for the Internet. From 1993 to
1996, he served as Vice President of Sales and Marketing for Interactive Golf
Services, Inc. ("IGSI"), a company which provided touch screen kiosks to the
golf market. Under Mr. LaValliere's direction, IGSI developed a client base
which included Maxfli Golf Co., Taylor Made Golf Co. and Cleveland Golf Co. From
1981 to 1995, he was a professional baseball player as a member of the
Philadelphia Phillies (1981-1984), St. Louis Cardinals (1985-1986), Pittsburgh
Pirates (1987-1992) and Chicago White Sox (1993-1995). While a member of the
Pirates and White Sox, he was elected to serve as the player union
representative with negotiation responsibilities in the area of labor contracts,
pension plans, player marketing rights and licensing agreements.

THOMAS L. BROWNING has been a Director of our company since June, 1998.
From 1992 to 1996, he was a member of the Cincinnati Reds Major League Baseball
team. Since retiring from professional baseball, Mr. Browning has been a General
Partner of Ashley Canterbury, a residential construction company in the greater
Cincinnati area, and also serves an active role in community youth programs and
the United Way.

BARNUM MOW has been Chief Executive Officer and President of Avid
Sportswear, Inc. since September, 1999. From 1983 until September 1999, Mr. Mow
was Senior Vice President of Bugle Boy Industries, a wholesale and retail
apparel company with combined annual sales of $550,000,000. Over a sixteen year
period of progressive management responsibility, Mr. Mow became responsible for
Bugle Boy's operations, distributions, sales, and management information
systems. Most recently, he led a management team, comprised for four
vice-presidents and four directors, which was responsible for over nine hundred
employees and a $40,000,000 annual operating budget. Mr. Mow managed four
distribution sites, totaling over one million square feet in size and which

28
<PAGE>

supported two thousand five hundred wholesale accounts and two hundred sixty
retail stores; the integration of software development with hardware platforms
used to support Bugle Boy's activities; and Bugle Boy's website, intranet,
telecommunications, video conferencing, and Internet e-commerce. He was
responsible for costing, merchandising, product development, production, and
bringing to market four different line breaks per year. Mr. Mow was also the
National Sales Manager for Bugle Boy Active Wear, Swim Wear and T-shirts, which
accounted for $70,000,000 in annual sales. Mr. Mow received a B.S. in Business
Administration from the University of Southern California.

DAVID RODERICK had been a Director of our company from March 1, 1999 to
November 26, 1999 and Executive Vice-President of Merchandising and Design of
our wholly-owned subsidiary since September, 1999. In this capacity, Mr.
Roderick is primarily responsible for our company's three brands: Avid
Sportswear, Dockers Golf and British Open Collection. Mr. Roderick founded Avid
Sportswear, Inc. in October of 1988. He served as President of Avid Sportswear,
Inc. until September, 1999, during which time he was responsible for the product
and brand development of the Avid Sportswear brand name.

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<PAGE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table provides information about
the compensation paid by our company to its Chief Executive Officer and all
other current executive officers who were serving as executive officers at the
end of 1999 and who received in excess of $100,000:

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------------------------------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL COMPENSATION OPTIONS COMPENSATION
POSITION(S) YEAR SALARY ($) BONUS ($) ($) (#S)(1) ($)(2)
----------------------------- -------- ----------- --------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C>

Earl T. Ingarfield(1) 1999 -- -- -- -- --
Chief Executive Officer,
President and Chairman of the 1998 -- -- -- -- --
Board of Directors
Jerry L. Busiere(2) 1999 -- -- -- -- --
Secretary, Treasurer and
Director 1998 -- -- -- -- --
Barnum Mow(3) 1999 $70,577 $25,000 -- -- --
President of Avid Sportswear,
Inc.
David Roderick, Executive 1999 $150,000 -- $12,000 -- --
Vice-President of
Merchandising and Design of 1998 $150,000 -- $12,000 -- --
Avid Sportswear, Inc.(4)

---------------------
</TABLE>

(1) Mr. Ingarfield became Chief Executive Officer, President and Chairman of
the Board of Directors in June, 1998.
(2) Mr. Busiere became Secretary, Treasurer and a Director in June, 1998.
(3) Mr. Mow became Chief Executive Officer and President of our wholly-owned
subsidiary on September 17, 1999.
(4) Mr. Roderick's other annual compensation consists of a company car and
automobile insurance.

EMPLOYMENT AGREEMENTS

On February 29, 2000, we entered into a three-year employment agreement
with Mr. Ingarfield. Pursuant to this agreement, Mr. Ingarfield is employed as
the Chief Executive Officer and President of our company. Mr. Ingarfield will
have a annual base salary of $325,000, plus annual cost of living adjustments
and other increases to be determined by the Board of Directors. Except in the
event of a change of control or other special circumstance, Mr. Ingarfield's
salary (less employment taxes) will be paid quarterly in our company's stock on
the last day of each calendar quarter. In addition, Mr. Ingarfield will be
entitled to annual incentive bonus compensation in an amount to be determined by
the Board of Directors. Mr. Ingarfield is entitled to a company car. In the
event that Mr. Ingarfield's employment is terminated by our company without
"cause" or by Mr. Ingarfield for "good reason" (which includes a change of
control), he is entitled to receive all accrued or earned but unpaid salary,
bonus (defined as an amount equal to the prior years' bonus) and benefits for
the lesser of the balance of the term or three years. In addition, Mr.
Ingarfield is entitled to certain relocation expenses incurred in a change of
principal residence. The agreement provides that Mr. Ingarfield will not compete
with our company during his employment and for two years thereafter unless his
employment is terminated by our company without "cause" or by Mr. Ingarfield for
"good reason." Mr. Ingarfield has demand and piggy-back registration rights with
respect to his stock in our company. Mr. Ingarfield may require our company to
file a registration statement with respect to this stock on an annual basis.
Additional terms of Mr. Ingarfield's employment are set forth in his employment
agreement, which is included as an exhibit to our company's Registration
Statement on Form 10-SB.

Our wholly-owned subsidiary entered into a three year employment agreement
with Barnum Mow, commencing September 17, 1999. Upon the expiration of the
initial term, the agreement will automatically renew for one year terms unless

30
<PAGE>

either party elects not to renew the agreement by providing written notice to
the other party at least four months' prior to the expiration of any term. Mr.
Mow is employed as the Chief Executive Officer and President of our wholly-owned
subsidiary, Avid Sportswear, Inc. His base salary is $300,000 per year, subject
to increases as determined by the employer. In addition to his salary, Mr. Mow
also received a bonus of $25,000 in 1999. His bonus will be the same for each
year during the term unless the employer establishes a formal bonus plan. The
employer will reimburse Mr. Mow for all reasonable expenses incurred in
connection with the performance of his duties. On January 25, 2000, our company
granted Mr. Mow options to purchase 864,477 shares of our common stock at a
purchase price of $0.375 per share. Additional terms of Mr. Mow's employment are
set forth in his employment agreement, which is included as an exhibit to our
company's Registration Statement on Form 10-SB (as amended).

Our wholly-owned subsidiary also entered into a five year employment
agreement with David Roderick, effective January 1, 1999. From January, 1999,
until September, 1999, Mr. Roderick was employed as the President of Avid
Sportswear, Inc. In September, 1999, Mr. Roderick became the Executive Vice
President of Merchandising and Design. His base salary is $181,000, subject to
increases as determined by the employer. In addition, Mr. Roderick will be
eligible for bonuses at the discretion of the Board of Directors. The employer
will reimburse Mr. Roderick for all reasonable expenses incurred in connection
with the performance of his duties. Additional terms of employment are set forth
in his employment agreement, which is included as an exhibit to our company's
Registration Statement on Form 10-SB (as amended) filed with the Commission on
December 1, 1999.

We have not entered into an employment agreement with Mr. Busiere.

STOCK PLAN

On January 17, 2000, we adopted our company's 2000 Stock Incentive Plan,
under which our key employees, consultants, independent contractors, officers
and director are eligible to receive grants of stock or stock options. Our
company has reserved a total of 3,000,000 shares of common stock under the
incentive plan. It is presently administered by the Board of Directors. Subject
to the provisions of the incentive plan, the Board of Directors has full and
final authority to select the individuals to whom options will be granted, to
grant the options and determine the terms and conditions and the number of
shares issued pursuant thereto.

The maximum term of any option granted under the incentive plan is ten
years, except that with respect to incentive stock options granted to a person
possessing more than ten percent of the total combined voting power of all our
classes of stock, the maximum term of such options is five years. The exercise
price of incentive stock options under the incentive plan is the fair-market
value of the stock underlying the options on the date of grant and, in the case
of an incentive stock option granted to a ten-percent shareholder, the exercise
price must be at least 110% of the fair-market value of our stock at the time
the option is granted.

On January 17, 2000, we granted stock options as follows:

NAME: NO. OF SHARES: EXERCISE PRICE: EXPIRATION:
----- -------------- --------------- -----------

Earl T. 200,000 $0.30 January 16, 2010
Ingarfield

Thomas Browning 200,000 $0.30 January 16, 2010

Michael 200,000 $0.30 January 16, 2010
LaValliere

Steven Ponsler 200,000 $0.30 January 16, 2010

Jeff Abrams 200,000 $0.30 January 16, 2010

These options were granted in exchange for these individuals' agreement to
personally guaranty certain obligations of our company, including leases for our
facilities. We do not believe that we could have obtained these leases without
the personal guarantees.

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<PAGE>

See "Executive Compensation - Stock Plan."

RESTRICTED STOCK GRANT

On January 17, 2000, we granted Barnum Mow, Chief Executive Officer and
President of our wholly-owned subsidiary, 1.2 million shares of our common
stock, in part, to provide an economic incentive to maximize our financial
results. These shares will be restricted shares, all shares were vested upon
grant and none are subject to any restrictions.

DESCRIPTION OF PROPERTY

Our corporate headquarters are located at 22 South Links Avenue, Suite
204, Sarasota, Florida 34236. Our corporate headquarters occupies about 2,017
square feet pursuant to a five year lease which will expire on June 30, 2004.
Most of our operations are conducted from a 39,640 square foot production and
warehouse facility in Gardena, California leased by our wholly-owned subsidiary.
This lease has a five year term, expiring on March 31, 2004. We believe our
existing facilities will be adequate for the foreseeable future.

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<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth as of June 22, 2000, the names, addresses
and stock ownership in our company for the current directors and named executive
officers of our company and every person known to our company to own five
percent (5%) or more of the issued and outstanding shares of the common stock:

<TABLE>
<CAPTION>
SHARES PERCENTAGE
TITLE OF CLASS: NAME AND ADDRESS OF BENEFICIAL OWNER: BENEFICIARY OWNED: OF CLASS(1):
--------------- ------------------------------------- ----------------- --------
<S> <C> <C> <C>

Common Earl T. Ingarfield(2),(4) 14,456,017 31.4%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common Jerry L. Busiere 100,000 0.2%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common Thomas L. Browning(4) 1,489,359 3.2%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common Michael LaValliere(4)(5) 1,762,940 3.8%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common David Roderick 1,000,000 2.2%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common Barnum Mow(3) 2,064,477 4.5%
22 South Links Avenue, Suite 204
Sarasota, Florida 34236

Common All Officers and Directors as a 20,872,793 45.4%
Group(4)
</TABLE>

----------------------

(1) Based on the number of shares of common stock outstanding as of June 22,
2000. On such date, we had 45,978,882 shares of common stock outstanding,
including options to purchase 864,477 shares at $0.375 per share granted
to Mr. Mow and options to purchase a total of 1,000,000 shares at $0.30
per share granted under our stock plan to Messrs. Ingarfield, Browning,
LaValliere and two other individuals. See "Executive Compensation - Stock
Plan." This excludes warrants to purchase 100,000 shares at an exercise
price of $0.50 per share to an investor and warrants to purchase 285,714
shares at an exercise price of $1.50 per share, and warrants to purchase
39,000 shares at $0.01 per share.

(2) Includes all stock held by Mr. Ingarfield and Lido Capital Corporation, an
entity in which Mr. Ingarfield is the sole owner, officer and director.

(3) Includes options granted on January 25, 2000 to purchase 864,477 shares of
$0.375 per share.

(4) Includes options to purchase 200,000 shares at $0.30 per share granted to
each of Messrs. Ingarfield, Browning and LaValliere. See "Executive
Compensation - Stock Plan."

(5) Does not reflect the sale of any shares of common stock being registered
in this offering.

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<PAGE>

POTENTIAL CHANGE OF CONTROL

To secure some of our indebtedness, Mr. Ingarfield pledged (i.e., tendered
shares of common stock to the lender as security for the indebtedness) 9,000,000
shares of common stock in our company. If we are unable to repay this
indebtedness when due or otherwise default on such indebtedness, then the lender
may foreclose on these shares of common stock in satisfaction of all or part of
such indebtedness. This would result in the lender becoming the owner of these
shares. As a result, the lender would be able to exert significant control over
our company.

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<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

LOANS. From time to time we have entered into related party transactions
primarily to finance the operations of our company. The Company has borrowed
money periodically from Messrs. Ingarfield, Browning and LaValliere. Some of the
loans described below have been made by Lido Capital Corporation, an entity
wholly-owned by Mr. Ingarfield. Because Mr. Ingarfield has exclusive control
over Lido Capital Corporation, all loans from Mr. Ingarfield and Lido Capital
Corporation are reflected as loans from Mr. Ingarfield. Below is a summary of
all loans to and from related parties since January 1, 1998:

o In 1998, our company loaned a total of $253,500 to Mr. Ingarfield,
consisting of a $100,000 loan on June 25, 1998, a $143,500 loan on
November 30, 1998 and a $10,000 loan on December 31, 1998.

o In January 1999, Mr. Browning loaned $50,000 to our company. In
addition, Mr. Ingarfield repaid $237,000. Our company loaned an
additional $126,500 to Mr. Ingarfield in January 1999. As of the end
of January 1999, Mr. Ingarfield owed our company $143,000.

o In February 1999, Mr. Ingarfield repaid $20,000 to our company and
our company loaned Mr. Ingarfield $5,704. In addition, Mr.
LaValliere and Mr. Browning loaned $35,000 and $47,000,
respectively, to our company. As of the end of February 1999, Mr.
Ingarfield owed $128,704 to our company, our company owed Mr.
LaValliere a total of $35,000 and Mr. Browning a total of $97,000.

o In March 1999, Mr. Ingarfield repaid $500 to our company. In
addition, our company loaned Mr. Ingarfield $15,000. As of the end
of March 1999, Mr. Ingarfield owed our company a total of $143,204.

o In April 1999, Mr. Ingarfield repaid $116,250 to our company and our
company loaned an additional $26,562 to Mr. Ingarfield. As of the
end of April 1999, Mr. Ingarfield owed $53,516 to our company.

o In May 1999, Mr. Ingarfield paid off the balance of his loan to our
company in the amount of $53,516 and loaned our company $136,484.
Further, our company repaid $40,292 to Mr. Ingarfield. As of the end
of May 1999, our company owed Mr. Ingarfield $96,192.

o In June 1999, Mr. Ingarfield loaned $151,000 to our company and our
company repaid $51,000 to Mr. Ingarfield. As of the end of June
1999, our company owed Mr. Ingarfield $196,192.

o In July 1999, Mr. Ingarfield loaned $30,000 to our company. As of
the end of July 1999, our company owed Mr. Ingarfield a total of
$226,192.

o In August 1999, Mr. Ingarfield loaned $30,000 to our company. As of
the end of August 1999, our company owed Mr. Ingarfield a total of
256,192.

o In September 1999, Mr. Ingarfield loaned $53,000 to our company. As
of the end of September 1999, our company owed Mr. Ingarfield a
total of $309,192.

o In October 1999, Mr. Ingarfield loaned $25,000 to our company. As of
the end of October 1999, our company owed Mr. Ingarfield a total of
$334,192.

o In November 1999, Mr. Ingarfield loaned $53,919 to our company. As
of the end of November 1999, our company owed Mr. Ingarfield a total
of 388,111.

o In December 1999, Mr. Ingarfield loaned $394,509 to our company. As
of December 28, 1999, our company owed Mr. Ingarfield a total of
$782,620. In addition, Mr. Browning loaned $300,000 to our company.
As of December 28, 1999, our company owed Mr. Browning a total of
$397,000. Our company's total indebtedness to Messrs. Ingarfield and
Browning as of December 28, 1999 was $1,179,620. As described in
more detail below, the entire outstanding principal balance, plus

35
<PAGE>

accrued interest, of Mr. Ingarfield's loan and $97,000 of Mr.
Browning's loan were converted into shares of our common stock on
December 28, 1999.

Effective December 1, 1999, Messrs. Ingarfield, LaValliere and Browning
entered into revolving convertible demand notes in the amounts of $1,500,000,
$125,000 and $500,000, respectively. Each of these notes is due on demand and
bears an annual interest rate of 10%. As of December 28, 1999, accrued but
unpaid interest on these loans was $52,927, owed as follows: $39,131 to Mr.
Ingarfield, $10,659 to Mr. Browning and $3,137 to Mr. LaValliere. Interest on
all three notes is payable monthly commencing on April 1, 2000. The holders can
elect to convert the indebtedness into shares of common stock at any time at a
price equal to 80% of our common stock's closing price on the date of
conversion. The Company recognized additional interest expense of $293,381 to
reflect the 20% discount. Effective December 28, 1999, Messrs. Ingarfield,
Browning and LaValliere elected to convert all or a portion of the outstanding
principal and interest under such convertible notes into shares of common stock,
as follows:

NAME: INDEBTEDNESS: CONVERSION PRICE: NO. OF SHARES:
---- ------------ ---------------- -------------

Mr. Ingarfield $821,750 $0.22 3,735,227

Mr. Browning $107,659 $0.22 489,359

Mr. LaValliere $38,137 $0.22 173,350

o In January 2000, Mr. Ingarfield loaned our company a total of
$557,562, Mr. LaValliere loaned our company a total of $125,000 and
Mr. Browning loaned our company a total of $200,000.

o In February 2000, our company issued 1,200,000 shares of our common
stock to Barnum Mow in consideration of his employment.

o In February 2000, Mr. Ingarfield loaned our company a total of
$182,000. Pursuant to the terms of his convertible demand note, on
January 25, 2000, Mr. Ingarfield elected to convert $247,562 into
825,207 shares of our common stock at a conversion price of $0.30
per share, or 80% of the closing price on that date. Also on that
date, Mr. LaValliere elected to convert $125,000 into 416,667 shares
of common stock at a conversion price of $0.30 per share.

o On February 1, 2000, Mr. Ingarfield elected to convert $236,498 into
695,583 shares of our common stock at a conversion price of $0.34
per share, or 80% of the closing price on that date.

o In March 2000, Mr. Ingarfield loaned our company a total of
$119,462.

o In April 2000, our company repaid $372,964 to Mr. Ingarfield. Also
in April 2000, our company loaned a total of $201,706 to Mr.
Ingarfield upon the same terms as the funds previously borrowed from
Mr. Ingarfield.

o In May 2000, our company loaned a total of $8,500 to Mr. Ingarfield.

o As of May 31, 2000, Mr. Ingarfield owed our company a total of
$210,206, plus accrued interest. Also as of that date, the company
owed Mr. Browning a total of $500,000, plus accrued interest.

o In June 2000, Mr. LaValliere elected to tender a $60,523 receivable
owed to him by the company under the terms of the private placement
offering in exchange for 172,923 shares of our common stock.

SALE OF STOCK. In addition to the loans referenced above, our company has
sold common stock to Earl Ingarfield, Thomas Browning and Michael LaValliere in
order to help finance our company's operations. We also issued common stock to
David Roderick in connection with the acquisition of Avid Sportswear, Inc. Below
is a summary of all sales or issuance of common stock to such persons since
January 1, 1998:

36
<PAGE>

o In June 1998, we sold 6,000,000 shares of common stock to Mr.
Ingarfield for $0.05 per share paid in cash and services. Total
consideration paid for these shares was $20,000 in cash and $280,000
in services. An administrative expense was recorded to value the
sale to $0.05 per share. The number of shares issued reflects a
three-for-one split on July 23, 1998.

o In August 1998, we sold 500,000 shares of common stock to each of
Messrs. Browning and LaValliere for $0.15 in cash per share and
100,000 shares of common stock to Mr. Busiere for $0.15 per share,
payable in the form of a subscription receivable. Total
consideration paid for these shares was $165,000.

o In January 1999, we sold 100,000 shares of common stock to the
parents of Mr. Ingarfield for $0.25 in cash per share. Total
consideration paid for these shares was $25,000.

o In January 1999, we issued 1,000,000 shares of common stock to Mr.
Roderick in connection with the acquisition of Avid Sportswear, Inc.
The Company valued these shares at $0.75 per share, for total
consideration of $750,000.

o In December 1999, and as noted above, we issued 3,735,227 shares to
Mr. Ingarfield, 489,359 shares to Browning and 173,350 shares to
LaValliere upon the conversion of indebtedness. Messrs. Ingarfield,
Browning and LaValliere converted $821,750, $107,659 and $38,137,
respectively, of indebtedness. These shares were converted at a
price of $0.22 per share.

o In January 2000, we issued 825,207 shares to Mr. Ingarfield upon the
conversion of $247,562 of indebtedness and 416,667 shares to Mr.
LaValliere upon the conversion of $125,000 of indebtedness. On
February 1, 2000, Mr. Ingarfield elected to convert $236,498 of
indebtedness into 695,583 shares of our common stock at a conversion
price of $0.34 per share.

o In June 2000, Mr. LaValliere elected to tender a $60,523 receivable
owed to him by the company under the terms of the private placement
offering in exchange for 172,923 shares of our common stock.

OTHER. In addition to the transactions listed above, our company entered
into the following transactions with related parties:

o On January 17, 2000, our company granted options to purchase up to
200,000 shares, or a total of 1,000,000 shares, of our stock to each
of Messrs. Ingarfield, Browning, LaValliere, Ponsler and Abrams.
Messrs. Ponsler and Abrams are shareholders of our company. The
purchase price of these options was $0.30 per share, or $0.075 per
share less than the closing price on January 17, 2000. These options
were granted in exchange for these individuals agreement to
personally guaranty certain obligations of our company, including
leases for our facilities. We do not believe that we could have
obtained these leases without the personal guarantees. See
"Executive Compensation - Stock Plan."

o On January 17, 2000, our company granted Mr. Mow 1.2 million shares
of restricted stock in our company. These shares were valued at
$360,000, or $0.30 per share. In addition, Mr. Mow was granted
options to purchase 864,477 shares of stock at $0.375 per share.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

The Company's common stock began trading on the Over-the-Counter Bulletin
Board on March 24, 1998, under the symbol "GFIO." On July 22, 1999, our
company's symbol was changed to "AVSG." On December 2, 1999, our company's
common stock was no longer eligible for quotation on the OTC BB because our
company's Registration Statement on Form 10-SB had not been declared effective
by the Commission as of that date. On that date, our company's common stock
began trading on the "pink sheets." Our company began trading again in the OTC
BB May 9, 2000. The Company's high and low bid prices by quarter during 1998,
1999 and 2000 are as follows: (2)

37
<PAGE>

CALENDAR YEAR 2000(1)
HIGH BID LOW BID

First quarter $0.8100 $0.2500

CALENDAR YEAR 1999(1)
HIGH BID LOW BID

First quarter $2.0000 $0.7500
Second quarter $1.4688 $0.8750
Third quarter $1.1250 $0.6875
Fourth quarter $1.0938 $0.2500

CALENDAR YEAR 1998(1)
HIGH BID LOW BID

Second quarter $1.2500 $0.5000
Third quarter $3.0000 $0.7500
Fourth quarter $1.5000 $0.4375

-------------------------

(1) These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and may not necessarily represent actual
transactions.

(2) These quotations reflect high and low bid prices form the OTC BB and the
"pink sheets."

On June 22, 2000, our company had approximately 210 shareholders of
record.

We have not paid dividends in the past on any class of stock and we do not
anticipate paying dividends in the foreseeable future. Our loan agreement with
First State Bank prohibits the payment of dividends.

DESCRIPTION OF SECURITIES

AUTHORIZED CAPITAL STOCK. The authorized capital stock of our company
consists of 50,000,000 shares of common stock and 10,000,000 shares of preferred
stock. As of the date hereof, our company has 44,114,405 shares of common stock
outstanding. The Company also has the following options and warrants
outstanding:

TYPE NUMBER OF SHARES EXERCISE PRICE
---- ---------------- --------------

Options 1,000,000 $0.30
Options 864,477 $0.375
Warrants 100,000 $0.50
Warrants 285,714 $1.50
Warrants 39,000 $0.01

The following description is of the material terms of our capital stock.
Additional information may be found in our company's articles of incorporation
included as an exhibit to our Registration Statement on Form 10-SB (as amended)
filed with the Securities and Exchange Commission.

38
<PAGE>

COMMON STOCK. Each share of common stock entitles the holder to one vote
on each matter submitted to a vote of our shareholders, including the election
of directors. There is no cumulative voting. Subject to preferences that may be
applicable to any outstanding preferred stock, shareholders are entitled to
receive ratably such dividends, if any, as may be declared from time to time by
the Board of Directors. Shareholders have no preemptive, conversion or other
subscription rights. There are no redemption or sinking fund provisions
available to the common stock. In the event of liquidation, dissolution or
winding up of our company, shareholders are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior distribution
rights of preferred stock, if any, then outstanding.

PREFERRED STOCK. The Board of Directors is authorized, subject to any
limitations prescribed by the Nevada Revised Statutes, or the rules of any
quotation system or national securities exchange on which stock of our company
may be quoted or listed, to provide for the issuance of shares of preferred
stock in one or more series; to establish from time to time the number of shares
to be included in each such series; to fix the rights, powers, preferences, and
privileges of the shares of such series, without any further vote or action by
the shareholders. Depending upon the terms of the preferred stock established by
the Board of Directors, any or all series of preferred stock could have
preference over the common stock with respect to dividends and other
distributions and upon liquidation of our company or could have voting or
conversion rights that could adversely affect the holders of the outstanding
common stock. The company has no present plans to issue any shares of preferred
stock.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION, BYLAWS AND
NEVADA LAW

The following provisions of the Articles of Incorporation and Bylaws of
our company could discourage potential acquisition proposals and could delay or
prevent a change in control of our company. Such provisions may also have the
effect of preventing changes in the management of our company, and preventing
shareholders from receiving a premium on their common stock.

AUTHORIZED BUT UNISSUED STOCK. The authorized but unissued shares of
common stock and preferred stock are available for future issuance without
shareholder approval. These additional shares may be utilized for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans.

BLANK CHECK PREFERRED STOCK. The existence of authorized but unissued and
unreserved shares of preferred stock may enable the Board of Directors to issue
shares to persons friendly to current management which would render more
difficult or discourage an attempt to obtain control of our company by means of
a proxy contest, tender offer, merger or otherwise, and thereby protect the
continuity of our company's management.

NEVADA BUSINESS COMBINATION LAW. The State of Nevada has enacted
legislation that may deter or frustrate takeovers of Nevada corporations. The
Nevada Business Combination Law generally prohibits a Nevada corporation from
engaging in a business combination with an "interested shareholder" (defined
generally as any person who beneficially owns 10% or more of the outstanding
voting stock of our company or any person affiliated with such person) for a
period of three years following the date that such shareholder became an
interested shareholder, unless the combination or the purchase of shares made by
the interested shareholder on the interested shareholder's date of acquiring
shares is approved by the board of directors of the corporation before that
date. A corporation may not engage in any combination with an interested
shareholder of the corporation after the expiration of three years after his
date of acquiring shares unless:

o The combination or the purchase of shares made by the interested
shareholder is approved by the board of directors of the corporation
before the date such interested shareholder acquired such shares;

o A combination is approved by the affirmative vote of the holders of
stock representing a majority of the outstanding voting power not
beneficially owned by the interested shareholder proposing the
combination, or any affiliate or associate of the interested
shareholder proposing the combination, at a meeting called for that
purpose no earlier than three years after the interested
shareholder's date of acquiring shares; or

o The aggregate amount of cash and the market value, as of the date of
consummation, of consideration other than cash to be received per
share by all of the holders of outstanding common shares of the

39
<PAGE>

corporation not beneficially owned by the interested shareholder,
satisfies the fair value requirements of Section 78.441 of Nevada
Revised Statutes.

SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the shareholders of
our company may be called by its Board of Directors or other persons authorized
to do so under Nevada law. Under applicable Nevada law, shareholders do not have
the right to call a special meeting of the shareholders. This may have the
effect of discouraging potential acquisition proposals and could delay or
prevent a change in control of our company by precluding a dissident shareholder
from forcing a special meeting to consider removing the Board of Directors or
otherwise.

TRANSFER AGENT AND REGISTRAR. Transfer Online is the transfer agent and
registrar for our common stock. Its address is 227 S.W. Pine Street, Suite 300,
Portland, Oregon 97204.

EXPERTS

Our balance sheet as of December 31, 1999 and the related statements of
operation, capital deficit and cash flow from September 19, 1997 (inception)
through December 31, 1999 appearing in this prospectus and elsewhere in this
Prospectus have been audited by HJ & Associates, L.L.C., independent auditors,
as stated in their report herein and elsewhere in this Prospectus, and are
included herein in reliance upon the report of such firm given their authority
as experts in accounting and auditing.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for us by Kirkpatrick & Lockhart LLP, Miami, Florida.

AVAILABLE INFORMATION

For further information with respect to us and the securities offered
hereby, reference is made to the Registration Statement, including the exhibits
thereto. Statements herein concerning the contents of any contract or other
document are not necessarily complete, and in each instance reference is made to
such contract or other statement filed with the Securities and Exchange
Commission or included as an exhibit, or otherwise, each such statement, being
qualified by and subject to such reference in all respects.

Reports, registration statements, proxy and information statements, and
other information filed by us with the Securities and Exchange Commission can be
inspected and copied at the public reference room maintained by the Securities
and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at its regional offices located at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, Suite
1300, New York, New York 10048. Copies of these materials may be obtained at
prescribed rates from the Public Reference Section of the Securities and
Exchange Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549. The Securities and Exchange Commission maintains a site on the World Wide
Web (HTTP://WWW.SEC.GOV) that contains reports, registration statements, proxy
and information statements and other information. You may obtain information on
the Public Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330.

40
<PAGE>

PART F/S

Index to Financial Statements:

o The Company's unaudited Balance Sheets as of March 31, 2000 and
unaudited Statements of Operations, Statement of Stockholders'
Equity (deficit), and Statements of Cash Flows for the three months'
ended March 31, 2000 and 1999; and

o The Company's audited Balance Sheets as of December 31, 1999 and
audited Statements of Operations, Statements of Stockholders'
Equity, and Statements of Cash Flows for the years ended December
31, 1999 and 1998.

F-1

<PAGE>

AVID SPORTSWEAR & GOLF CORP.

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2000 and December 31, 1999

F-2

<PAGE>

C O N T E N T S

Independent Accountants' Review Report..................................... F-3

Consolidated Balance Sheets................................................ F-4

Consolidated Statements of Operations...................................... F-6

Consolidated Statement of Stockholders' Equity (Deficit)................... F-7

Consolidated Statements of Cash Flows..................................... F-11

Notes to the Consolidated Financial Statements.............................F-13

F-3
<PAGE>

INDEPENDENT ACCOUNTANTS' REVIEW REPORT
--------------------------------------

To the Board of Directors
Avid Sportswear & Golf Corp.
Sarasota, Florida

We have reviewed the accompanying consolidated balance sheet of Avid Sportswear
& Golf Corp. as of March 31, 2000 and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for the periods ended
March 31, 2000 and 1999. These consolidated financial statements are the
responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
consolidated financial information consists principally of applying analytical
procedures to financial data, and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing standards, which
will be performed for the full year with the objective of expressing an opinion
regarding the consolidated financial statements taken as a whole. Accordingly,
we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements referred to above
for them to be in conformity with accounting principles generally accepted in
the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Avid Sportswear
& Golf Corp. as of December 31, 1999, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year then ended (not
presented herein) and in our report dated February 26, 2000, we expressed an
unqualified opinion on those consolidated financial statements.

/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah

May 9, 2000

F-4
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Consolidated Balance Sheets

ASSETS
------

March 31, December 31,
2000 1999
----------------- ------------------

CURRENT ASSETS

Cash $ 654,992 $ 237,407
Accounts receivable, net (Note 1) 524,927 315,804
Inventory (Note 2) 1,486,096 1,885,390
Prepaid expenses 15,000 20,000
----------------- ------------------

Total Current Assets 2,681,015 2,458,601
----------------- ------------------
EQUIPMENT

Machinery and equipment 368,574 378,531
Furniture and fixtures 375,460 253,644
Show booths 643,799 298,479
Leasehold improvements 29,398 29,398
Less: accumulated depreciation (534,551) (502,938)
----------------- ------------------

Total Equipment 882,680 457,114
----------------- ------------------

OTHER ASSETS

Goodwill, net (Note 1) 2,282,120 2,346,103
Deposits 15,114 15,114
Trademarks 2,902 2,902
----------------- ------------------

Total Other Assets 2,300,136 2,364,119
----------------- ------------------

TOTAL ASSETS $5,863,831 $5,279,834
================= ==================

See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.

F-5

<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Consolidated Balance Sheets (Continued)

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

March 31, December 31,
2000 1999
----------------- --------------------
<S> <C> <C>

CURRENT LIABILITIES

Accounts payable $ 1,180,502 $ 1,504,858
Accrued expenses 444,378 200,865
Notes payable - related parties (Note 4) 872,964 300,000
Notes payable (Note 5) 1,700,108 1,735,524
Subscribed stock 1,786,175 12,500
----------------- --------------------

Total Current Liabilities 5,984,127 3,753,747
----------------- --------------------

Total Liabilities 5,984,127 3,753,747
----------------- --------------------
COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock; 10,000,000 shares authorized of
$0.001 par value, zero issued and outstanding -- --
Common stock; 50,000,000 shares authorized of
$0.001 par value, 29,411,479 and 26,374,022
shares issued and outstanding 29,412 26,374
Additional paid-in capital 8,279,483 7,092,848
Common stock subscription receivable (285,000) (30,000)
Accumulated deficit (8,144,191) (5,563,135)
----------------- --------------------

Total Stockholders' Equity (Deficit) (120,296) 1,526,087
----------------- --------------------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
$ 5,863,831 $ 5,279,834
================= ====================

</TABLE>

See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.

F-6

<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Consolidated Statements of Operations

For the Three Months Ended
March 31,
-----------------------------------
2000 1999
----------------- ----------------
SALES, NET $ 1,029,308 $ 397,043

COST OF GOODS SOLD 774,293 124,339
----------------- ----------------
Gross Margin 255,015 272,704
----------------- ----------------
OPERATING EXPENSES

Selling expenses 611,484 112,712
Depreciation and amortization expense 95,596 33,170
General and administrative expenses 1,883,627 1,611,817
----------------- ----------------
Total Operating Expenses 2,590,707 1,757,699
----------------- ----------------
Loss from Operations (2,335,692) (1,484,995)
----------------- ----------------
OTHER INCOME (EXPENSE)

Interest income 188 2,941
Interest expense (250,971) (46,394)
Bad debt expense -- (595)
Gain on sale of asset 5,419 --
----------------- ----------------
Total Other Income (Expense) (245,364) (44,048)
----------------- ----------------
INCOME TAX BENEFIT -- --
----------------- ----------------
NET LOSS $ (2,581,056) $ (1,529,043)
================= ================

BASIC LOSS PER SHARE (Note 1) $ (0.09) $ (0.08)
================= ================

See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.

F-7
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Consolidated Statements of Stockholders' Equity (Deficit)

Common Stock Additional
------------------------- Paid-in Subscriptions Accumulated
Shares Amount Capital Receivable Deficit
----------- ----------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1997 3,000,000 $ 3,000 $ 7,000 $ -- $ (5,609)

February 1998, common stock issued for
assets at $0.08333 per share
300,000 300 24,700 -- --

February 1998, common stock issued for
cash at $0.08333 per share
3,000,000 3,000 247,000 -- --

June 1998, common stock issued for cash -
related party at $0.05 per share
6,000,000 6,000 294,000 -- --

August 1998, common stock issued to
related parties for subscriptions and
cash at $0.15 per share 1,100,000 1,100 163,900 (15,000) --

August 1998, common stock issued for cash
and subscriptions at $0.15 per share 800,000 800 119,200 (45,000) --

December 1998, common stock issued for
cash at $0.25 per share 412,000 412 102,588 -- --

Stock offering costs -- -- (65,195) -- --

Net loss for the year ended December 31,
1998 -- -- -- -- (521,548)
------------ ----------- ----------- ------------- ------------
Balance, December 31, 1998 14,612,000 $ 14,612 $ 893,193 $ (60,000) $ (527,157)
------------ ----------- ----------- ------------- ------------

</TABLE>

See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.

F-8
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

Balance, December 31, 1998 14,612,000 $ 14,612 $ 893,193 $ (60,000) $ (527,157)

January 5, 1999, common stock issued for
cash, services and debt, valued at
$0.75 per share 590,000 590 441,910 -- --

January 5, 1999, common stock issued for
cash and debt, valued at $0.75 per
share 866,670 867 649,133 -- --

January 8, 1999, common stock issued for
cash at $0.75 per share
210,668 211 157,789 -- --

January 8, 1999, warrants issued below
market value -- -- 53,235 -- --

January 11, 1999, common stock issued for
cash and services, valued at $0.75 per
share 560,000 560 419,440 -- --

January 11, 1999, common stock issued for
media services valued at $0.75 per
share 800,000 800 599,200 -- --

January 20, 1999, common stock issued for
cash and services valued at $0.75 per
share 160,000 160 119,840 -- --

January 27, 1999, common stock issued
to purchase Avid Sportswear valued at
$0.75 per share 1,100,000 1,100 823,900 -- --

February 4, 1999, common stock issued
for cash at $0.75 per share 372,002 372 278,630 -- --
----------- --------- ---------- ---------- ----------

Balance Forward 19,271,340 $ 19,272 $4,436,270 $ (60,000) $(527,157)
=========== ========= ========== ========== ==========
</TABLE>

See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.

F-9
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

Common Stock Additional
------------------------- Paid-in Subscriptions Accumulated
Shares Amount Capital Receivable Deficit
----------- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>

Balance Forward 19,271,340 $ 19,272 $ 4,436,270 $ (60,000) $ (527,157)

March 11, 1999, common stock issued for
cash and services valued at $0.75 per
share 1,220,000 1,220 913,780 -- --

March 11, 1999, common stock issued for
cash at $0.75 per share
83,334 83 62,417 -- --

March 11, 1999, common stock issued for
cash at $0.75 per share 18,334 18 13,732 -- --

May 28, 1999, common stock issued for
cash at $0.75 per share 101,100 101 75,724 -- --

September 20, 1999, common stock issued
for cash and services valued at $0.75
per share 50,000 50 37,450 -- --

December 28, 1999, common stock issued
for conversion of debt to equity at
$0.22 per share 5,344,200 5,344 1,170,380 -- --

Conversion of debt below market value -- -- 293,381 -- --

December 31, 1999, common stock issued
for cash at $0.35 per share 285,714 286 99,714 -- --

Stock offering costs -- -- (10,000) -- --

Receipt of stock subscription -- -- -- 30,000 --

Net loss for the year ended
December 31, 1999 -- -- -- -- (5,035,978)
----------- --------- ----------- ---------- ------------
Balance, December 31, 1999 26,374,022 $ 26,374 $ 7,092,848 $ (30,000) $(5,563,135)
=========== ========= =========== ========== ============
</TABLE>

See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.

F-10
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

Common Stock Additional
------------------------- Paid-in Subscriptions Accumulated
Shares Amount Capital Receivable Deficit
----------- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>

Balance, December 31, 1999 26,374,022 $ 26,374 $ 7,092,848 $ (30,000) $ (5,563,135)

January 17, 2000, common stock issued
for services at $0.30 per share 1,200,000 1,200 358,800 (270,000) --

January 17, 2000, options granted below
market value -- -- 75,000 -- --

January 25, 2000, common stock issued
for conversion of debt to equity at
$0.375 per share 1,241,874 1,242 464,461 -- --

February 1, 2000, common stock issued
for conversion of debt to equity at
$0.437 per share 695,583 696 303,274 -- --

March 6, 2000, canceled 100,000 shares
common stock, issued in February 1998,
at $0.15 per share and canceled
subscription receivable in the amount
of $15,000 (100,000) (100) (14,900) 15,000 --

Net loss for the three months ended
March 31, 2000 -- -- -- -- (2,581,056)
------------ ---------- ----------- ----------- ------------
Balance, March 31, 2000 29,411,479 $ 29,412 $ 8,279,483 $ (285,000) $(8,144,191)
============ ========== =========== =========== ============
</TABLE>

See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.

F-11
<PAGE>

<TABLE>
<CAPTION>
AVID SPORTSWEAR & GOLF CORP.
Consolidated Statements of Cash Flows

For the Three Months Ended
March 31,
----------------------------
2000 1999
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) $(2,581,056) $(1,529,043)
Adjustments to reconcile net (loss) to net cash used
in operating activities:
Depreciation and amortization 95,596 40,196
Common stock issued for services 327,613 1,075,000
Changes in operating assets and liabilities:
(Increase) in accounts receivable (209,123) (49,559)
Increase for prepaid insurance 5,000 3,169
(Increase) decrease in inventory 397,294 (80,000)
Increase (decrease) in accounts payable (324,356) 223,761
Increase (decrease) in accrued expenses 243,513 (4,282)
------------ ------------
Net Cash Used in Operating Activities (2,045,519) (320,758)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment (457,179) (5,847)
------------ ------------
Net Cash Used in Investing Activities (457,179) (5,847)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES

Cash purchased with Avid Sportswear, Inc. -- 40,282
Payment to Avid shareholders -- (725,000)
Proceeds from notes payable -- 973,450
Payments on notes payable (35,416) (1,852,561)
Proceeds from related party notes payable 1,182,024 --
Issuance of common stock for cash -- 1,464,708
Receipt of related party receivable -- 352,300
Proceeds from subscribed stock 1,773,675 --
------------ ------------

Net Cash Provided by Financing Activities 2,920,283 253,179
------------ ------------
NET INCREASE (DECREASE) IN CASH 417,585 (73,426)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 237,407 154,237
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 654,992 $ 80,811
============ ============
</TABLE>

See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.

F-12
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Consolidated Statements of Cash Flows (Continued)

For the Three Months Ended
March 31,
----------------------------
2000 1999
------------- ------------
CASH PAID FOR:

Interest $ 90,783 $ 36,592
Income tax $ -- $ --

SCHEDULE OF NON-CASH FINANCING ACTIVITIES

Issuance of common stock for subsidiary $ -- $ 275,000
Issuance of common stock for debt $ 615,738 $ --
Issuance of common stock for services $ 90,000 $ --
Conversion of debt below market value $ 237,613 $ --

See Accountants' Review Report and the accompanying notes to the
reviewed financial statements.

F-13
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Notes to the Consolidated Financial Statements
March 31, 2000 and December 31, 1999

NOTE 1 - NATURE OF ORGANIZATION

This summary of significant accounting policies of Avid
Sportswear & Golf Corp. (formerly Golf Innovations Corp.) is
presented to assist in understanding the Company's consolidated
financial statements. The consolidated financial statements and
notes are representations of the Company's management which is
responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and
have been consistently applied in the preparation of the
consolidated financial statements.

a. Organization and Business Activities

Avid Sportswear & Golf Corp. was incorporated under the laws of
the State of Nevada on September 19, 1997 as Golf Innovations
Corp. On April 19, 1999, the board of directors voted to change
the name of the Company to Avid Sportswear & Golf Corp. to better
reflect the business of the Company. Additionally, the board of
directors voted to change the authorized capitalization to
50,000,000 shares of common stock with a par value of $0.001 and
10,000,000 shares of preferred stock with a par value of $0.001.
On July 13, 1998, the board of directors authorized a 3-for-1
forward stock split. All references to common stock have been
retroactively restated. The rights and preferences of the
preferred stock are to be set at a later date. The Company is
engaged in the business of producing and selling golf wear
related products.

b. Depreciation

Depreciation is provided using the straight-line method over the
assets' estimated useful lives as follows:

Machinery and equipment 5-10 years
Furniture and fixtures 3-5 years
Show booths 5 years
Leasehold improvements 5 years

c. Accounting Method

The Company's consolidated financial statements are prepared
using the accrual method of accounting. The Company has elected a
December 31 year end.

d. Cash and Cash Equivalents

For the purpose of the statement of cash flows, the Company
considers all highly liquid investments purchased with a maturity
of three months or less to be cash equivalents.

e. Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from the estimates.

F-14
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Notes to the Consolidated Financial Statements
March 31, 2000 and December 31, 1999

NOTE 1 - NATURE OF ORGANIZATION (Continued)

f. Basic Loss Per Share

The computation of basic loss per share of common stock is based
on the weighted average number of shares outstanding during the
period of the financial statements as follows:

For the
Three Months Ended
March 31,
----------------------------
2000 1999
------------- ------------

Numerator (net loss) $ (2,581,056) $ (1,529,043)
Denominator (weighted 28,674,056 19,695,388
average number of shares ------------- -------------
outstanding
Loss per share $ (0.09) $ (0.08)
============ ============

Fully diluted loss per share is not presented as any common
stock equivalents are antidilutive in nature.

g. Income Taxes

No provision for income taxes has been accrued because the
Company has net operating losses from inception. The net
operating loss carryforwards of approximately $8,000,000 at March
31, 2000 which expire in 2020. No tax benefit has been reported
in the financial statements because the Company is uncertain if
the carryforwards will expire unused. Accordingly, the potential
tax benefits are offset by a valuation account of the same
amount.

h. Uninsured Corporate Cash Balances

The Company maintains its corporate cash balances at two banks.
Corporate cash accounts at banks are insured by the FDIC for up
to $100,000. Amounts in excess of insured limits were
approximately $400,000 at March 31, 2000.

i. Goodwill

Goodwill generated from the purchase of Avid Sportswear, Inc. is
amortized over a ten-year life using the straight-line method.
The Company will evaluate the recoverability of the goodwill
annually. Any impairment of goodwill will be realized in the
period it is recognized per the requirements of SFAS No. 121.

j. Allowance for Doubtful Accounts

The Company's accounts receivable are shown net of an allowance
for doubtful accounts of $177,202 and $184,912 at March 31, 2000
and December 31, 1999, respectively.

k. Reclassification

Certain March 31, 2000 balances have been reclassified to conform
with the March 31, 1999 financial statement presentation.

F-15
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Notes to the Consolidated Financial Statements
March 31, 2000 and December 31, 1999

NOTE 1 - NATURE OF ORGANIZATION (Continued)

l. Advertising Expense

The Company expenses advertising costs as incurred.

m. Principles of Consolidation

The consolidated financial statements presented include the
accounts of Avid Sportswear & Golf Corp. and Avid Sportswear,
Inc. All significant intercompany accounts have been eliminated.

n. Revenue Recognition

The Company's revenue is created primarily from the sale of men's
golf apparel. Revenue is recognized when the product is shipped
to and accepted by the customer.

o. Subscribed Stock

Subscribed stock represents cash received from shareholders for
the Company's common shares for which the shares to be issued
have not been issued. The balance of $1,773,675 will be converted
into 5,067,612 shares of common stock at $0.35 per share.

NOTE 2 - INVENTORY

Inventories for March 31, 2000 consisted of the following:

March 31,
2000
------------------

Finished goods $ 1,464,691
Raw materials and supplies 21,405

Total $ 1,486,096
==================

Inventories for raw materials, finished goods and work-in-process
are stated at the lower of cost or market.

NOTE 3 - EQUITY TRANSACTIONS

The following are the equity transactions for quarter ended March
31, 2000:

On January 17, 2000, the Company issued 1,200,000 shares of
common stock for services to be rendered in 2000 at $0.30 per
share.

On January 17, 2000, the Company granted options to purchase
1,000,000 shares of common stock at $0.30 per share. The Company
recorded additional expense of $75,000 to reflect the discount.

On January 25, 2000, the Company issued 1,241,874 shares of
common stock for conversion of debt to equity at $0.375 per
share. The Company recorded additional interest expense of
$93,141 to reflect the discount on conversion.

F-16
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Notes to the Consolidated Financial Statements
March 31, 2000 and December 31, 1999

NOTE 3 - EQUITY TRANSACTIONS (Continued)

On February 1, 2000, the Company issued 695,583 shares of common
stock for conversion of debt to equity at $0.437 per share. The
Company recorded additional interest expense of $67,472 to
reflect the discount on conversion.

On March 6, 2000, the Company canceled 100,000 shares of common
stock issued in February 1998, at $0.15 per share and canceled
the subscription receivable in the amount of $15,000.

On March 6, 2000, the Company authorized issuance of 7,124,858
shares for a total price of $2,500,000 or $0.35 per share.

NOTE 4 - NOTES PAYABLE - RELATED PARTIES

Note payable - related party consisted
of the following at March 31, 2000:

Note payable to Director dated
December 9, 1999, bearing interest
at 10%, unsecured and due on demand. $ 300,000

Notes payable to officers and directors,
bearing interest at 10%, unsecured and
due on demand. 572,964
--------------
Total Notes Payable - Related Parties $ 872,964
==============

NOTE 5 - NOTES PAYABLE

Notes payable consisted of the following
at March 31, 2000:

Note payable to bank bearing interest at
9.25%, requiring monthly interest
payments of $7,708 with the principal due
on November 17, 2000, secured by assets
of the Company, personal guarantees of
certain officers and certificates of
deposits of the officers at the bank. $ 1,000,000

Note payable to the bank bearing interest
at 8.25%, requiring monthly interest
payments of $1,106 with the principal due
on June 14, 2000, secured by assets of
the Company, personal guarantees of
certain officers and certificates of
deposits of the officers at the bank. 125,108

Note payable to individual dated December
24, 1999, bearing interest at 12%,
principal and interest due by January 31,
2000, secured by personal guarantees of
certain officers. 200,000

Note payable to shareholder dated January
29, 1999, bearing interest at 8.50%,
secured by personal guarantee of chief
executive officer, due on demand. 375,000
--------------

Total notes payable 1,700,108

Less: amounts due by December 31, 2000 (1,700,108)

Total long-term debt $ --
===============

F-17
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Notes to the Consolidated Financial Statements
March 31, 2000 and December 31, 1999

NOTE 6 - COMMITMENTS AND CONTINGENCIES

a. Office Lease

The Company leases its office and warehouse space under a
non-cancelable operating lease which expires on March 31, 2004.
The monthly rent amount is $10,113. Rent expense for the three
months ended March 31, 2000 was $30,339.

Future payments required under the lease terms are as follows:

For the
Years Ended
December 31,
------------

2000 $ 91,026
2001 121,368
2002 121,368
2003 121,368
2004 30,342
---------

$ 485,472
=========

b. Royalty Agreement

BRITISH OPEN COLLECTION. On December 8, 1998, the Company
obtained the sole and exclusive right and license to use certain
trademarks associated with the British Open Golf Championship.
The licensor is The Championship Committee Merchandising Limited,
which is the exclusive licensor of certain trademarks from The
Royal & Ancient Golf Club of St. Andrews, Scotland. This license
is for the United States and its territories and has a seven year
term. Under this license, the Company may manufacture, advertise,
distribute and sell products bearing the licensed trademarks to
specialty stores and the menswear departments of department
stores. The Company is not permitted to sell these products to
discount stores or mass-market retail chains. In return for this
license, the Company must pay the licensor, on a quarterly basis,
a royalty equal to five percent of net wholesale sales of
products bearing these trademarks, subject to a guaranteed
minimum royalty. Net wholesale sales means the invoiced wholesale
billing price, less shipping, discounts actually given, duties,
insurance, sales taxes, value-added taxes and credits allowed for
returns or defective merchandise. The Company has accrued a
payable of $131,250 as of March 31, 2000 as a minimum guaranteed
royalty. This amount is included in the accrued expenses.

F-18
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Notes to the Consolidated Financial Statements
March 31, 2000 and December 31, 1999

NOTE 6 - COMMITMENTS AND CONTINGENCIES (Continued)

b. Royalty Agreement (Continued)

Minimum
Contract Year Royalty
------------- -------

1 $ 100,000
2 $ 125,000
3 $ 150,000
4 $ 175,000
5 $ 200,000
6 $ 200,000
7 $ 200,000

c. Royalty Agreement

DOCKERS GOLF. On May 10, 1999, our wholly-owned subsidiary
obtained the exclusive, non-assignable right to use the "Dockers
Golf" trademark solely in connection with the manufacturing,
advertising, distribution and sale of products to approved
retailers. The licensor is Levi Strauss & Co. This license is for
the United States, its territories and Bermuda. The license has
an initial term expiring on December 31, 2003 and will renew for
an additional three year term expiring December 31, 2006 if: (i)
net sales of the licensed products for calendar year 2002 are at
least $17.0 million and (ii) our wholly-owned subsidiary has not
violated any material provisions of the license. Thereafter, the
licensor will negotiate in good faith for up to two additional
three year terms if: (i) the license is renewed for the initial
renewal period, (ii) our wholly-owned subsidiary's net sales for
each year in the initial renewal period have exceeded its
projected sales for each such year and (iii) our wholly-owned
subsidiary has not violated any material provisions of the
license. Subject to a guaranteed minimum royalty, our
wholly-owned subsidiary must pay the licensor a royalty of six
percent of net sales of first quality products and four percent
of net sales of second quality products and close-out or end-of
season products. If second quality products and close-out or
end-of-season products account for more than ten percent of total
licensed product sales, then the royalty on such products will be
six percent instead of four percent. The guaranteed minimum
royalty is as follows: The minimum guaranteed royalties will
begin in 2000 when the Company begins marketing the product.

Minimum
Contract Year Royalty
------------- -------

1 $ 250,000
2 $ 540,000
3 $ 765,000
4 $ 990,000

F-19
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Notes to the Consolidated Financial Statements
March 31, 2000 and December 31, 1999

NOTE 6 - COMMITMENTS AND CONTINGENCIES (Continued)

c. Royalty Agreement (Continued)

The guaranteed minimum royalty in the initial renewal period, if
any, will be equal to seventy-five percent of our wholly-owned
subsidiary's projected earned royalty derived from the sales plan
provided for each annual period contained in the initial renewal
period. The guaranteed minimum royalty is payable quarterly,
except for the first year in which it is payable as follows:
$25,000 on March 31, 2000, $50,000 on June 30, 2000, and $100,000
on December 31, 2000.

Our wholly-owned subsidiary is required to spend at least three
percent of its projected sales of licensed products for each year
on advertising for this brand. Between June 1, 1999 and December
31, 1999, it was required to spend at least $240,000 on initial
product launch advertising. The license requires our wholly-owned
subsidiary to produce two collections per year for the
spring/summer and winter/fall seasons, in at least 52 styles, of
which 40 must be tops and 12 bottoms. The licensor has the right
to approve or disapprove in advance of sale the trademark use,
styles, designs, dimensions, details, colors, materials,
workmanship, quality or otherwise, and packaging. The licensor
also has the right to approve or disapprove any and all
endorsements, trademarks, trade names, designs and logos used in
connection with the license. Samples of the licensed products
must be submitted to the licensor for examination and approval or
disapproval prior to sale.

d. Employment Agreements

The Company's wholly-owned subsidiary has entered into a three
year employment agreement with Barnum Mow, commencing September
17, 1999. Upon the expiration of the initial term, the agreement
will automatically renew for one year terms unless either party
elects not to renew the agreement by providing written notice to
the other party at least four months' prior to the expiration of
any term. Mr. Mow is employed as the Chief Executive Officer and
President of Avid Sportswear, Inc. His base salary is $300,000
per year, subject to increases as determined by the employer. In
addition to his salary, Mr. Mow also received a bonus of $25,000
in 1999. His bonus will be the same for each year during the term
unless the employer establishes a formal bonus plan. The employer
will reimburse Mr. Mow for all reasonable expenses incurred in
connection with the performance of his duties.

The Company's wholly-owned subsidiary has also entered into a
five year employment agreement with David Roderick, effective
January 1, 1999. From January 1999 until September 1999, Mr.
Roderick was employed as the President of Avid Sportswear, Inc.
In September 1999, Mr. Roderick became the Vice President of
Production and Sales. His base salary is $150,000, subject to
increases as determined by the employer. In addition, Mr.
Roderick will be eligible for bonuses at the discretion of the
Board of Directors. The employer will reimburse Mr. Roderick for
all reasonable expenses incurred in connection with the
performance of his duties.

F-20
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Notes to the Consolidated Financial Statements
March 31, 2000 and December 31, 1999

NOTE 7 - CONCENTRATIONS OF RISK

a. Cash

The Company maintains cash accounts at financial institutions
located in Sarasota, Florida and Carson, California. The accounts
are insured by the Federal Deposit Insurance Corporation up to
$100,000. The Company's balances occasionally exceed that amount.

b. Accounts Receivable

The Company provides for accounts receivable as part of
operations. Management does not believe that the Company is
subject to credit risks outside the normal course of business.

c. Accounts Payable

The Company has one vendor which accounts for 40% of the total
accounts payable.

NOTE 8 - CUSTOMERS AND EXPORT SALES

During 1999, the Company operated one industry segment which was
the manufacturing and marketing of sports apparel.

The Company's financial instruments subject to credit risk are
primarily trade accounts receivable from its customers.

<TABLE>
<CAPTION>
For the
Three Months Ended
March 31,
--------------------------------------
2000 1999
------------------ -------------------
<S> <C> <C>

Foreign sales $ -- $ --
Domestic sales 1,029,308 397,043
----------------- ------------------
$ 1,029,308 $ 397,043
================= ==================
</TABLE>

NOTE 9 - OPTIONS AND WARRANTS

The Company had the following options and warrants outstanding at
March 31, 2000:

<TABLE>
<CAPTION>
Number Date Granted Exercise Price Exercise Date
------ ------------ -------------- -------------
<S> <C> <C> <C> <C>

39,000 Jan. 8, 1999 $0.01 Jan. 8, 2004
1,000,000 Jan. 17, 2000 $0.30 Jan. 16, 2005
867,477 Jan. 25, 2000 $0.375 Jan. 24, 2005
100,000 Feb. 1, 2000 $0.50 Aug. 1, 2003
285,714 Dec. 31, 1999 $1.50 Nov. 30, 2004

The Company recognized an expense of $53,235 on January 8, 1999.
</TABLE>

F-21
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
Notes to the Consolidated Financial Statements
March 31, 2000 and December 31, 1999

NOTE 10 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2000, officers and
directors of the Company advanced an additional $513,175 to the
Company. The total amount owed by the Company to officers and
directors of the Company as of March 31, 2000 was $813,175 (Note
4).

Certain officers and directors have pledged certificate of
deposits as additional collateral for the notes payable to the
bank. Additionally, these officers and directors have personally
guaranteed the notes payable to the banks, as well as the office
lease agreement in Carson, California.

NOTE 11 - GOING CONCERN

The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern
which contemplates the relation of assets and liquidation of
liabilities in the normal course of business. At March 31, 2000,
Company has current liabilities in excess of current assets of
$3,243,323 and has generated significant losses for the three
months ended March 31, 2000 and 1999 and for the years ended
December 31, 1999 and 1998. For the year ended December 31, 2000,
the Company anticipates that it will need $2,000,000 to
$4,000,000 of cash above the cash generated by operations in
order to meet operating requirements. Management anticipates that
the necessary cash will be provided from existing shareholders
and from the sales of additional shares through private
placements.

F-22

<PAGE>

AVID SPORTSWEAR & GOLF CORP.

(FORMERLY GOLF INNOVATIONS CORP.)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1999 AND 1998

<PAGE>

C O N T E N T S

Independent Auditors' Report.................................................F-3

Consolidated Balance Sheet...................................................F-4

Consolidated Statements of Operations........................................F-6

Consolidated Statements of Stockholders' Equity..............................F-7

Consolidated Statements of Cash Flows.......................................F-10

Notes to the Consolidated Financial Statements..............................F-12

F-23
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Avid Sportswear & Golf Corp.
(Formerly Golf Innovations Corp.)
Carson, California

We have audited the accompanying consolidated balance sheet of Avid Sportswear &
Golf Corp. (formerly Golf Innovations Corp.) as of December 31, 1999 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended December 31, 1999 and 1998. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Avid Sportswear &
Golf Corp. (formerly Golf Innovations Corp.) as of December 31, 1999 and the
results of their operations and their cash flows for the years ended December
31, 1999 and 1998 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 13 to the
financial statements, the Company has current liabilities in excess of current
assets of $1,295,146 and has generated significant losses for the years ended
December 31, 1999 and 1998. These items raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 13. The financial statements do not
include any adjustments that might result from the outcome of the uncertainty.

/s/ Jones, Jensen & Company

Jones, Jensen & Company
Salt Lake City, Utah
February 26, 2000

F-24
<PAGE>

AVID SPORTSWEAR & GOLF CORP.

(Formerly Golf Innovations Corp.)

Consolidated Balance Sheet

ASSETS

December 31,
1999
----

CURRENT ASSETS

Cash $ 237,407
Accounts receivable, net (Note 1) 315,804
Inventory (Note 2) 1,885,390
Prepaid expenses 20,000
------------

Total Current Assets 2,458,601
------------

EQUIPMENT

Machinery and equipment 378,531
Furniture and fixtures 253,644
Show booths 298,479
Leasehold improvements 29,398
Less: accumulated depreciation (502,938)
------------

Total Equipment 457,114
------------

OTHER ASSETS

Goodwill, net (Note 6) 2,346,103
Deposits 15,114
Trademarks 2,902
------------

Total Other Assets 2,364,119
------------

TOTAL ASSETS $ 5,279,834
============

The accompanying notes are an integral part of these consolidated financial
statements

F-25
<PAGE>

AVID SPORTSWEAR & GOLF CORP.

(Formerly Golf Innovations Corp.)

Consolidated Balance Sheet (Continued)

LIABILITIES AND STOCKHOLDERS' EQUITY

December 31,
1999
----

CURRENT LIABILITIES

Accounts payable $ 1,504,858
Accrued expenses 200,865
Notes payable - related party (Note 4) 300,000
Notes payable (Note 5) 1,735,524
Subscribed stock 12,500
------------

Total Current Liabilities 3,753,747
------------

Total Liabilities 3,753,747
------------

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY

Preferred stock; 10,000,000 shares authorized of $0.001 par value;
zero shares issued and outstanding, --
Common stock; 50,000,000 shares authorized of $0.001 par value,
26,374,022 shares issued and outstanding 26,374
Additional paid-in capital 7,092,848
Common stock subscription receivable (30,000)
Accumulated deficit (5,563,135)
------------

Total Stockholders' Equity 1,526,087
------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,279,834
============

The accompanying notes are an integral part of these consolidated financial
statements

F-26
<PAGE>

<TABLE>
<CAPTION>
AVID SPORTSWEAR & GOLF CORP.

(Formerly Golf Innovations Corp.)

Consolidated Statements of Operations

For the Years Ended
------------------------------
December 31,
1999 1998
---- ----
<S> <C> <C>

SALES, NET $ 2,360,596 $ --

COST OF GOODS SOLD 1,959,997 --
------------- ---------
Gross Margin 400,599 --
------------- ---------
OPERATING EXPENSES

Selling expenses 837,574 --
Depreciation and amortization expense 369,072 114
General and administrative expenses 3,815,327 465,952
------------- ---------
Total Operating Expenses 5,021,973 466,066
------------- ---------
(Loss) from Operations (4,621,374) (466,066)
------------- ---------

OTHER INCOME (EXPENSE)

Interest income -- 45
Interest expense (438,269) (527)
Bad debt expense (57,039) --
Recovery of bad debts 80,704 --
Loss on valuation of asset (Note 10) -- (55,000)
------------- ---------
Total Other Income (Expense) (414,604) (55,482)
------------- ---------
INCOME TAX BENEFIT -- --
------------- ---------
NET LOSS $ (5,035,978) $ (521,548)
============= =========
BASIC LOSS PER SHARE (Note 1) $ (0.25) $ (0.04)
============= =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements

F-27
<PAGE>

<TABLE>
<CAPTION>
AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)

Consolidated Statements of Stockholders' Equity

Additional
Common Stock Paid-in Subscriptions Accumulated
Shares Amount Capital Receivable Deficit
------ ------ ------- ---------- -------
<S> <C> <C> <C> <C> <C>

Balance, December 31, 1997 3,000,000 $ 3,000 $ 7,000 $ -- $ (5,609)

February 1998, common stock issued
for assets at $0.08333 per share
300,000 300 24,700 -- --

February 1998, common stock issued
for cash at $0.08333 per share
3,000,000 3,000 247,000 -- --

June 1998, common stock issued to a
related party for cash and services
at $0.05 per share
6,000,000 6,000 294,000 -- --

August 1998, common stock issued to
related parties for subscriptions
and cash at $0.15 per share
1,100,000 1,100 163,900 (15,000) --

August 1998, common stock issued for
cash and subscriptions at $0.15 per
share
800,000 800 119,200 (45,000) --

December 1998, common stock issued
for cash at $0.25 per share
412,000 412 102,588 -- --

Stock offering costs -- -- (65,195) -- --

Net loss for the year ended December
31, 1998 -- -- -- -- (521,548)
---------- --------- -------- ---------- -----------
Balance, December 31, 1998 14,612,000 $ 14,612 $893,193 $ (60,000) $ (527,157)
---------- --------- -------- ---------- -----------

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements

F-28
<PAGE>

<TABLE>
<CAPTION>
AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Consolidated Statements of Stockholders' Equity (Continued)

Additional
Common Stock Paid-in Subscriptions Accumulated
Shares Amount Capital Receivable Deficit
------ ------ ------- ---------- -------
<S> <C> <C> <C> <C> <C>

Balance Forward 14,612,000 $ 14,612 $ 893,193 $ (60,000) $ (527,157)

January 5, 1999, common stock issued
for cash, services and debt, valued
at $0.75 per share (Note 3) 590,000 590 441,910 -- --

January 5, 1999, common stock issued
for cash and debt, valued at $0.75
per share (Note 3) 866,670 867 649,133 -- --

January 8, 1999, common stock issued
for cash at $0.75 per share (Note 3)
210,668 211 157,789 -- --

January 8, 1999, warrants issued
below market value (Note 3)
-- -- 53,235 -- --

January 11, 1999, common stock issued
for cash and services, valued at $0.75
per share (Note 3) 560,000 560 419,440 -- --

January 11, 1999, common stock issued
for media services valued at $0.75 per
share (Note 3) 800,000 800 599,200 -- --

January 20, 1999, common stock issued
for cash and services valued at $0.75
per share (Note 3) 160,000 160 119,840 -- --

January 27, 1999, common stock issued
to purchase Avid Sportswear valued at
$0.75 per share (Note 3) 1,100,000 1,100 823,900 -- --

February 4, 1999, common stock
issued for cash at $0.75 per share
(Note 3) 372,002 372 278,630 -- --

Balance Forward 19,271,340 $ 19,272 $4,436,270 $ (60,000) $(527,157)
---------- --------- ---------- ---------- ----------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements

F-29
<PAGE>

<TABLE>
<CAPTION>
AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Consolidated Statements of Stockholders' Equity (Continued)

Additional
Common Stock Paid-in Subscriptions Accumulated
Shares Amount Capital Receivable Deficit
------ ------ ------- ---------- -------
<S> <C> <C> <C> <C> <C>

Balance, December 31, 1998 19,271,340 $ 19,272 $ 4,436,270 $ (60,000) $ (527,157)

March 11, 1999, common stock issued
for cash and services valued at $0.75
per share (Note 3) 1,220,000 1,220 913,780 -- --

March 11, 1999, common stock issued
for cash at $0.75 per share (Note 3)
83,334 83 62,417 -- --

March 11, 1999, common stock issued
for cash at $0.75 per share (Note 3)
18,334 18 13,732 -- --

May 28, 1999, common stock issued for
cash at $0.75 per share (Note 3)
101,100 101 75,724 -- --

September 20, 1999, common stock issued
for cash and services, valued at $0.75
per share (Note 3) 50,000 50 37,450 -- --

December 28, 1999, common stock issued
for conversion of debt to equity at $0.22
per share (Note 3) 5,344,200 5,344 1,170,380 -- --

Conversion of debt below market value -- -- 293,381 -- --

December 31, 1999, common stock
issued for cash at $0.35 per share
(Note 3) 285,714 286 99,714 -- --

Stock offering costs -- -- (10,000) -- --

Receipt of stock subscription -- -- -- 30,000 --

Net loss for the year ended
December 31,1999 -- -- -- -- (5,035,978)
---------- - ------ ----------- ---------- ------------
Balance, December 31, 1999 26,374,022 $ 26,374 $ 7,092,848 $ (30,000) $(5,563,135)
========== ========= =========== ========== ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements

F-30
<PAGE>
AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Statements of Cash Flows

For the Years Ended
December 31,
------------
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) $(5,035,978) $ (521,548)
Adjustments to reconcile net (loss) to net
cash used in operating activities:
Depreciation and amortization 369,072 114
Loss on valuation of asset -- 55,000
Common stock issued for services 1,943,235 280,000
Conversion of debt below market value 293,381 --
Recovery of bad debt expense (80,704) --
Changes in operating assets and liabilities:

(Increase) decrease in accounts receivable 80,775 --
(Increase) decrease in inventory (876,299) --
(Increase) decrease in other assets (13,165) (20,949)
Increase (decrease) in accounts payable 926,954 --
Increase (decrease) in accrued expenses 116,461 --
------------ -----------
Net Cash Used in Operating Activities (2,276,268) (207,383)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment (343,705) (32,276)
------------ ------------
Net Cash Used in Investing Activities (343,705) (32,276)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES

Cash purchased with Avid Sportswear, Inc. 34,045 --
Payments to Avid shareholders (725,000) --
Proceeds from notes payable 1,962,274 210,000
Payments on notes payable (1,852,869) --
Proceeds from related party notes payable 1,479,677 --
Payments on related party notes payable (265,058) --
Loans to related parties -- (352,300)
Stock offering costs -- (65,195)
Issuance of common stock for cash 1,804,074 598,000
Receipt of related party receivable 253,500 --
Proceeds from subscribed stock 12,500 --
------------ ------------
Net Cash Provided by Financing Activities 2,703,143 390,505
------------ ------------
NET INCREASE IN CASH 83,170 150,846

CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 154,237 3,391
------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 237,407 $ 154,237
============ ============
The accompanying notes are an integral part of these consolidated financial
statements

F-31
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Statements of Cash Flows (Continued)

For the Years Ended
December 31,
------------
1999 1998
---- ----
CASH PAID FOR:

Interest $ 94,392 $ --
Income tax $ -- $ --

SCHEDULE OF NON-CASH FINANCING ACTIVITIES

Issuance of common stock for subsidiary $ 825,000 $ --
Issuance of common stock for debt $ 1,385,724 $ --
Issuance of common stock for services $ 1,943,235 $280,000
Issuance of common stock for subscription $ -- $ 60,000
Issuance of common stock for assets $ -- $ 25,000
Conversion of debt below market value $ 293,381 $ --

The accompanying notes are an integral part of these consolidated financial
statements

F-32
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 1 - NATURE OF ORGANIZATION

This summary of significant accounting policies of Avid Sportswear &
Golf Corp. (formerly Golf Innovations Corp.) is presented to assist in
understanding the Company's consolidated financial statements. The
consolidated financial statements and notes are representations of the
Company's management which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the
preparation of the consolidated financial statements.

a. Organization and Business Activities

Avid Sportswear & Golf Corp. was incorporated under the laws of the
State of Nevada on September 19, 1997 as Golf Innovations Corp. On
April 19, 1999, the board of directors voted to change the name of the
Company to Avid Sportswear & Golf Corp. to better reflect the business
of the Company. Additionally, the board of directors voted to change
the authorized capitalization to 50,000,000 shares of common stock with
a par value of $0.001 and 10,000,000 shares of preferred stock with a
par value of $0.001. On July 13, 1998, the board of directors
authorized a 3-for-1 forward stock split. All references to common
stock have been retroactively restated. The rights and preferences of
the preferred stock are to be set at a later date. The Company is
engaged in the business of producing and selling golf wear related
products.

b. Depreciation

Depreciation is provided using the straight-line method over the
assets' estimated useful lives as follows:

Machinery and equipment 5-10 years
Furniture and fixtures 3-5 years
Show booths 5 years
Leasehold improvements 5 years

c. Accounting Method

The Company's consolidated financial statements are prepared using the
accrual method of accounting. The Company has elected a December 31
year end.

d. Cash and Cash Equivalents

For the purpose of the statement of cash flows, the Company considers
all highly liquid investments purchased with a maturity of three months
or less to be cash equivalents.

e. Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from the estimates.

F-33
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 1 - NATURE OF ORGANIZATION (Continued)

f. Basic Loss Per Share

The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements as follows:

For the Years Ended
December 31,
------------
1999 1998

Numerator (net loss) $ (5,035,978) $ (521,548)
Denominator (weighted average number
of shares outstanding) 20,264,997 12,077,400
------------ -------------
Loss per share $ (0.25) $ (0.04)
============ ============

Fully diluted loss per share is not presented as any common stock
equivalents are antidilutive in nature.

g. Income Taxes

No provision for income taxes has been accrued because the Company has
net operating losses from inception. The net operating loss
carryforwards of approximately $5,200,000 at December 31, 1999 which
expire in 2019. No tax benefit has been reported in the financial
statements because the Company is uncertain if the carryforwards will
expire unused. Accordingly, the potential tax benefits are offset by a
valuation account of the same amount.

h. Uninsured Corporate Cash Balances

The Company maintains its corporate cash balances at two banks.
Corporate cash accounts at banks are insured by the FDIC for up to
$100,000. Amounts in excess of insured limits were approximately
$80,000 at December 31, 1999.

i. Change in Accounting Principle

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which requires companies to record
derivatives as assets or liabilities, measured at fair market value.
Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting. The key
criterion for hedge accounting is that the hedging relationship must be
highly effective in achieving offsetting changes in fair value or cash
flows. SFAS No. 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999. Management believes the adoption
of this statement will have no material impact on the Company's
financial statements.

F-34
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 1 - NATURE OF ORGANIZATION (Continued)

j. Goodwill

Goodwill generated from the purchase of Avid Sportswear, Inc. is
amortized over a ten-year life using the straight-line method. The
Company will evaluate the recoverability of the goodwill annually. Any
impairment of goodwill will be realized in the period it is recognized.

k. Allowance for Doubtful Accounts

The Company's accounts receivable are shown net of an allowance for
doubtful accounts of $184,912 at December 31, 1999.

l. Reclassification

Certain December 31, 1998 balances have been reclassified to conform
with the December 31, 1999 financial statement presentation.

m. Advertising Expense

The Company expenses advertising costs as incurred.

n. Principles of Consolidation

The consolidated financial statements presented include the accounts
of Avid Sportswear & Golf Corp. and Avid Sportswear, Inc. All
significant intercompany accounts have been eliminated.

o. Revenue Recognition

The Company's revenue is created primarily from the sale of men's golf
apparel. Revenue is recognized when the product is shipped to and
accepted by the customer.

p. Subscribed Stock

Subscribed stock represents cash received from shareholders for the
Company's common shares for which the amount of shares to be issued has
not been determined.

NOTE 2 - INVENTORY

Inventories for December 31, 1999 consisted of the following:

December 31,
1999
----

Finished goods $ 1,703,643
Work-in-process 66,549
Raw materials and supplies 115,198
------------

Total $ 1,885,390
============

F-35
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 2 - INVENTORY (Continued)

Inventories for raw materials, finished goods and work-in-process are
stated at the lower of cost or market.

NOTE 3 - EQUITY TRANSACTIONS

On January 5, 1999, the Company issued 590,000 shares of common stock
at $0.25 per share for cash of $117,500 and debt conversion of $35,000.
Additional expense of $295,000 was recorded to reflect the discount
from $0.75 per share which was the price that the Company was selling
restricted stock to independent third parties.

On January 5, 1999, the Company issued 866,670 shares of common stock
valued at $0.75 per share for cash of $475,000 and conversion of debt
of $175,000.

On January 8, 1999, the Company issued 210,668 shares of common stock
valued at $0.75 per share for cash of $158,000.

On January 11, 1999, the Company issued 560,000 shares of common stock
for cash at $0.25 per share or $140,000. Additional expense of $280,000
was recorded to value the shares at $0.75 per share.

On January 11, 1999, the Company issued 800,000 shares of common stock
for media services at $0.75 per share.

On January 20, 1999, the Company issued 160,000 shares of common stock
for cash at $0.25 per share or $40,000. Additional expense of $80,000
was recorded to value the shares at $0.75 per share.

On January 27, 1999, the Company issued 1,100,000 shares of common
stock for the purchase of Avid Sportswear, Inc. valued at $0.75 per
share.

On February 4, 1999, the Company issued 372,002 shares of common stock
at $0.75 per share for cash of $279,002.

On March 11, 1999, the Company issued 1,220,000 shares of common stock
for cash at $0.25 per share or $305,000. Additional expense of $610,000
was recorded to value the shares at $0.75 per share.

On March 11, 1999, the Company issued 83,334 shares of common stock for
cash of $67,500.

On March 29, 1999, the Company issued 18,334 shares of common stock
valued at $0.75 per share for cash of $13,750.

On May 28, 1999, the Company issued 101,100 shares of common stock for
cash at $0.75 per share for cash of $75,825.

On September 22, 1999, the Company issued 50,000 shares of common stock
at $0.25 per share for cash of $12,500. Additional expense of $25,000
was recorded to value the shares at $0.75 per share.

F-36
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 3 - EQUITY TRANSACTIONS (Continued)

On December 28, 1999, the Company issued 5,344,200 shares of common
stock valued at $0.275 per share for the conversion of $1,175,724 of
debt. The shares are valued at the market price on the date of issuance
with additional interest expense of $293,381, recorded to reflect a 20%
discount on the conversion.

On December 31, 1999, the Company issued 285,714 shares of common stock
valued at $0.35 per share for cash of $100,000.

NOTE 4 - NOTES PAYABLE - RELATED PARTY

Notes payable - related parties consisted of the following at December
31, 1999:

Note payable to Director dated December 9, 1999,
bearing interest at 10%, unsecured and due
on demand $ 300,000

Total Notes Payable - Related Party $ 300,000
============
NOTE 5 - NOTES PAYABLE

Notes payable consisted of the following at
December 31, 1999:

Note payable to bank bearing interest at
9.25%, requiring monthly interest payments
of $7,708 with the principal due on
November 17, 2000, secured by assets of the
Company, personal guarantees of certain
officers and certificates of deposits of
the officers at the bank. $ 1,000,000

Note payable to the bank bearing interest
at 8.25%, requiring monthly interest
payments of $1,106 with the principal due
on June 14, 2000, secured by assets of the
Company, personal guarantees of certain
officers and certificates of deposits of
the officers at the bank. 160,524

Note payable to individual dated December
24, 1999, bearing interest at 12%,
principal and interest due by January 31,
2000, secured by personal guarantees of
certain officers. 200,000

Note payable to shareholder dated January
29, 1999, bearing interest at 8.50%,
secured by personal guarantee of the chief
executive officer, due on demand. 375,000
------------
Total notes payable 1,735,524

Less: amounts due by December 31, 2000 (1,735,524)
------------
Total long-term debt $ --
============

F-37
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 6 - PURCHASE OF AVID SPORTSWEAR, INC.

On December 18, 1998, the Company entered into a stock purchase and
sales agreement (Agreement) with Avid Sportswear & Golf Corp. (formerly
Golf Innovations Corp.) (GFIO), a Nevada corporation. This Agreement
was finalized on March 1, 1999. The Agreement called for GFIO to
purchase all of the outstanding stock of the Company for $725,000 and
1,100,000 shares of GFIO stock. Additionally, GFIO was to pay off all
of the notes payable to the shareholders of the Company and the notes
payable to Nations Bank, fka Bank IV. The total amounts of these notes
was $1,826,119 at the date of closing.

The following is a proforma consolidated balance sheet and income
statement reflecting the issuance of 1,100,000 shares of common stock
by GFIO to acquire 100% of the outstanding shares of common stock of
the Company as though the purchase occurred on December 31, 1998 and
for the year ended December 31, 1998. The acquisition of the Company by
GFIO was accounted for as a purchase of the Company by GFIO on March 1,
1999. The actual purchase generated goodwill of $2,559,331. The
difference between the actual goodwill and the proforma goodwill is the
result of the Company's operations from December 31, 1998 to the date
of closing. The goodwill will be amortized over a 10-year period. Any
impairment of goodwill will be recognized in the year it is realized.

<TABLE>
<CAPTION>
ASSETS
------

Proforma
Avid Avid Adjustments
Sportswear Sportswear Increase Proforma
and Golf Corp. Inc. (Decrease) Consolidated
-------------- ---- ---------- ------------
<S> <C> <C> <C> <C>

CURRENT ASSETS
Cash $ 154,237 $ 40,282 $ 70,207 $ 264,726
Prepaid insurance 21,949 -- -- 21,949
Accounts receivable (net) -- 296,633 -- 296,633
Inventory -- 889,865 -- 889,865
---------- ---------- ---------- ----------
Total Current Assets 176,186 1,226,780 70,207 1,473,173

FIXED ASSETS (NET) 2,162 271,293 -- 273,455
---------- ---------- ---------- ----------
OTHER ASSETS
Trademarks -- 2,902 -- 2,902
Goodwill -- -- 2,329,428 2,329,428
Accumulated amortization -- -- (232,942) (232,942)
---------- ---------- ---------- ----------

Total Other Assets -- 2,902 2,096,486 2,099,388
---------- ---------- ---------- ----------

TOTAL ASSETS $ 178,348 $ 1,500,975 $ 2,166,693 $ 3,846,016
========== ========== ========== ==========
</TABLE>

F-38
<PAGE>

<TABLE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 6 - PURCHASE OF AVID SPORTSWEAR, INC. (Continued)

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

<CAPTION>
Proforma
Avid Avid Adjustments
Sportswear Sportswear Increase Proforma
and Golf Corp. Inc. (Decrease) Consolidated
-------------- ---- ---------- ------------
<S> <C> <C> <C> <C>

CURRENT LIABILITIES
Accounts payable $ -- $ 364,489 $ -- $ 364,489
Accrued expenses -- 63,353 -- 63,353
Notes payable 210,000 1,852,561 (924,369) 1,138,192
--------- ---------- ---------- ----------
Total Current Liabilities 210,000 2,280,403 (924,369) 1,566,034
--------- ---------- ---------- ----------
TOTAL LIABILITIES 210,000 2,280,403 (924,369) 1,566,034
--------- ---------- ---------- ----------

STOCKHOLDERS' EQUITY
(DEFICIT)

Common stock : 50,000,000 shares
authorized of $0.001 par value,
19,740,770 shares issued and
outstanding 14,612 764,170 (759,041) 19,741
Additional paid-in capital 893,193 -- 2,539,447 3,432,640
Stock subscription receivable (60,000) -- -- (60,000)
Receivable from related parties (352,300) -- -- (352,300)
Accumulated deficit (527,157) (1,543,598) 1,310,656 (760,099)
--------- ---------- ---------- ----------
Total Stockholders' Equity
(Deficit) (31,652) (779,428) 3,091,062 2,279,982
--------- ---------- ---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 178,348 $ 1,500,975 $ 2,166,693 $ 3,846,016
========== =========== =========== ===========
</TABLE>

F-39
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 6 - PURCHASE OF AVID SPORTSWEAR, INC. (Continued)

<TABLE>
<CAPTION>
Proforma
Adjustments
Avid Sportswear Avid Sportswear Increase Proforma
and Golf Corp. Inc. (Decrease) Consolidated
-------------- ---- ---------- ------------
<S> <C> <C> <C> <C>

SALES, NET $ -- $ 3,721,829 $ -- $ 3,721,829

COST OF GOODS SOLD -- 2,678,906 -- 2,678,906
------------ ----------- ------------- -----------
Gross Profit -- 1,042,923 -- 1,042,923
------------ ----------- ------------- -----------
OPERATING EXPENSE

Selling expenses -- 576,260 -- 576,260
Depreciation and amortization 114 74,441 232,942 307,497
General and administrative 465,952 980,134 -- 1,446,086
------------ ----------- ------------- -----------
Total Operating Expenses 466,066 1,630,835 232,942 2,329,843
------------ ----------- ------------- -----------
OPERATING (LOSS) INCOME (466,066) (587,912) (232,942) (1,286,920)
------------ ----------- ------------- -----------
OTHER INCOME EXPENSES

Bad debt expenses -- (21,554) -- (21,554)
Interest income 45 -- -- 45
Loss of valuation of asset (55,000) -- -- (55,000)
Interest expense (527) (134,384) -- (134,911)
------------ ----------- ------------- -----------
Total Other Income Expenses (55,482) (155,938) -- (211,420)
------------ ----------- ------------- -----------

LOSS BEFORE INCOME TAXES (521,548) (743,850) (232,942) (1,498,340)

INCOME TAXES -- -- -- --
------------ ----------- ------------- -----------
NET LOSS $ (521,548) $ (743,850) $ (232,942) $ (1,498,340)
============ =========== ============= ===========
</TABLE>

F-40
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 6 - PURCHASE OF AVID SPORTSWEAR, INC. (Continued)

Proforma Adjustments

1) Goodwill (Golf Innovations) $ 2,329,428
Common stock (Avid) 764,170
Retained earnings (Avid) (1,543,598)
Common stock (Golf Innovations) (1,100)
Additional paid-in capital (Golf Innovations) (823,900)
Cash (Golf Innovations) (725,000)
------------

$ --
============

To record purchase of Avid through the issuance of 1,100,000 shares of common
stock valued at $0.75 per share and $725,000 cash.

2) Cash (Golf Innovations) $ 1,719,576
Common stock (Golf Innovations) (4,029)
Additional paid-in capital (Golf Innovations) (1,715,547)
------------

$ --
============

To record the sale of 4,028,770 shares of common stock to fund the purchase
of AVID.

3) Amortization expense $ 232,942
Accumulated amortization - goodwill (232,942)
------------

$ --
============

To record one year of amortization expense based on a ten year life using the
straight-line method.

4) Notes payable (Avid) $ 1,826,119
Cash (Golf Innovations) (1,826,119)
------------

$ --
============
To reflect the payoff of the Avid notes payable.

5) Cash (Golf Innovations) $ 901,750
Notes payable (Golf Innovations) (901,750)
------------

$ --
============
To reflect cash received from notes payable.

F-41
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Financial Statements
December 31, 1998 and 1997

NOTE 7 - COMMITMENTS AND CONTINGENCIES

a. Office Lease

The Company leases its office and warehouse space under a
non-cancellable operating lease which expires on March 31, 2004. The
monthly rent amount is $10,114. Rent expense for the years ended
December 31, 1999 and 1998 was $124,846 and $52,241, respectively.

Future payments required under the lease terms are as follows:

For the
Years Ended
December 31,
------------

2000 $ 91,026
2001 121,368
2002 121,368
2003 121,368
2004 30,342
-------------

$ 485,472

b. Royalty Agreement

BRITISH OPEN COLLECTION. On December 8, 1998, the Company obtained the
sole and exclusive right and license to use certain trademarks
associated with the British Open Golf Championship. The licensor is The
Championship Committee Merchandising Limited, which is the exclusive
licensor of certain trademarks from The Royal & Ancient Golf Club of
St. Andrews, Scotland. This license is for the United States and its
territories and has a seven year term. Under this license, the Company
may manufacture, advertise, distribute and sell products bearing the
licensed trademarks to specialty stores and the menswear departments of
department stores. The Company is not permitted to sell these products
to discount stores or mass-market retail chains. In return for this
license, the Company must pay the licensor, on a quarterly basis, a
royalty equal to five percent of net wholesale sales of products
bearing these trademarks, subject to a guaranteed minimum royalty. Net
wholesale sales means the invoiced wholesale billing price, less
shipping, discounts actually given, duties, insurance, sales taxes,
value-added taxes and credits allowed for returns or defective
merchandise. The Company has accrued a payable of $100,000 for the
first year as a minimum guaranteed royalty. This amount is included in
the accrued expenses.

F-42
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

b. Royalty Agreement (Continued)

Contract Year Minimum Royalty
------------- ---------------

1 $100,000
2 $125,000
3 $150,000
4 $175,000
5 $200,000
6 $200,000
7 $200,000

c. Royalty Agreement

DOCKERS GOLF. On May 10, 1999, our wholly-owned subsidiary obtained the
exclusive, nonassignable right to use the "Dockers Golf" trademark
solely in connection with the manufacturing, advertising, distribution
and sale of products to approved retailers. The licensor is Levi
Strauss & Co. This license is for the United States, its territories
and Bermuda. The license has an initial term expiring on December 31,
2003 and will renew for an additional three year term expiring December
31, 2006 if: (i) net sales of the licensed products for calendar year
2002 are at least $17.0 million and (ii) our wholly-owned subsidiary
has not violated any material provisions of the license. Thereafter,
the licensor will negotiate in good faith for up to two additional
three year terms if: (i) the license is renewed for the initial renewal
period, (ii) our wholly-owned subsidiary's net sales for each year in
the initial renewal period have exceeded its projected sales for each
such year and (iii) our wholly-owned subsidiary has not violated any
material provisions of the license. Subject to a guaranteed minimum
royalty, our wholly-owned subsidiary must pay the licensor a royalty of
six percent of net sales of first quality products and four percent of
net sales of second quality products and close-out or end-of season
products. If second quality products and close-out or end-of-season
products account for more than ten percent of total licensed product
sales, then the royalty on such products will be six percent instead of
four percent. The guaranteed minimum royalty is as follows: The minimum
guaranteed royalties will begin in 2000 when the Company begins
marketing the product.

Minimum
Contract Year Royalty
------------- -------

1 $ 250,000
2 $ 540,000
3 $ 765,000
4 $ 990,000

F-43
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

b. Royalty Agreement (Continued)

The guaranteed minimum royalty in the initial renewal period, if any,
will be equal to seventy-five percent of our wholly-owned subsidiary's
projected earned royalty derived from the sales plan provided for each
annual period contained in the initial renewal period. The guaranteed
minimum royalty is payable quarterly, except for the first year in
which it is payable as follows: $25,000 on March 31, 2000, $50,000 on
June 30, 2000, and $100,000 on December 31, 2000.

Our wholly-owned subsidiary is required to spend at least three percent
of its projected sales of licensed products for each year on
advertising for this brand. Between June 1, 1999 and December 31, 1999,
it was required to spend at least $240,000 on initial product launch
advertising. The license requires our wholly-owned subsidiary to
produce two collections per year for the spring/summer and winter/fall
seasons, in at least 52 styles, of which 40 must be tops and 12
bottoms. The licensor has the right to approve or disapprove in advance
of sale the trademark use, styles, designs, dimensions, details,
colors, materials, workmanship, quality or otherwise, and packaging.
The licensor also has the right to approve or disapprove any and all
endorsements, trademarks, trade names, designs and logos used in
connection with the license. Samples of the licensed products must be
submitted to the licensor for examination and approval or disapproval
prior to sale.

d. Employment Agreements

The Company's wholly-owned subsidiary has entered into a three year
employment agreement with Barnum Mow, commencing September 17, 1999.
Upon the expiration of the initial term, the agreement will
automatically renew for one year terms unless either party elects not
to renew the agreement by providing written notice to the other party
at least four months' prior to the expiration of any term. Mr. Mow is
employed as the Chief Executive Officer and President of Avid
Sportswear, Inc. His base salary is $300,000 per year, subject to
increases as determined by the employer. In addition to his salary, Mr.
Mow also received a bonus of $25,000 in 1999. His bonus will be the
same for each year during the term unless the employer establishes a
formal bonus plan. The employer will reimburse Mr. Mow for all
reasonable expenses incurred in connection with the performance of his
duties.

The Company's wholly-owned subsidiary has also entered into a five year
employment agreement with David Roderick, effective January 1, 1999.
From January 1999 until September 1999, Mr. Roderick was employed as
the President of Avid Sportswear, Inc. In September 1999, Mr. Roderick
became the Vice President of Production and Sales. His base salary is
$150,000, subject to increases as determined by the employer. In
addition, Mr. Roderick will be eligible for bonuses at the discretion
of the Board of Directors. The employer will reimburse Mr. Roderick for
all reasonable expenses incurred in connection with the performance of
his duties.

F-44
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 8 - CONCENTRATIONS OF RISK

a. Cash

The Company maintains a cash account at a financial institutions
located in Sarasota, Florida and Carson, California. The accounts are
insured by the Federal Deposit Insurance Corporation up to $100,000.
The Company's balances occasionally exceed that amount.

b. Accounts Receivable

The Company provides for accounts receivable as part of operations.
Management does not believe that the Company is subject to credit risks
outside the normal course of business.

c. Accounts Payable

The Company has one vendor which accounts for 40% of the total accounts
payable.

NOTE 9 - CUSTOMERS AND EXPORT SALES

During 1999, the Company operated one industry segment which was the
manufacturing and marketing of sports apparel.

The Company's financial instruments subject to credit risk are
primarily trade accounts receivable from its customers.

For the Year Ended
------------------
December 31, 1999
-----------------

Foreign sales --
Domestic sales $ 2,360,596
------------
$ 2,360,596
------------

NOTE 10 - LOSS ON VALUATION OF ASSET

During the year ended December 31, 1998, the Company purchased the
right to market and distribute the products manufactured by Bo Ah
Industrial Co. for $30,000 cash plus 300,000 shares of common stock
valued at $25,000. The Company elected not to distribute the products
because they were not compatible with the new business plan of the
Company, and the Company had no intent to develop or pursue the
distribution channels. The asset was written off, producing a loss of
$55,000.

F-45
<PAGE>

AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

NOTE 11 - WARRANTS

The Company had the following warrants outstanding at December 31,
1999:

Number Date Granted Exercise Price Exercise Date
------ ------------ -------------- -------------

39,000 Jan. 8, 1999 $0.01 Jan. 8, 2004

The Company recognized an expense of $53,235 on January 8, 1999 to
reflect the discount from the trading price to the exercise price.

NOTE 12 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 1999, officers and directors of the
Company advanced $1,479,677 to the Company, of which $265,058 was
repaid during the year, under revolving demand notes bearing interest
at 10.00%. The advances accrued interest of $52,926. The advances and
accrued interest were converted into 4,397,936 shares on December 28,
1999. At December 31, 1999, the Company owed an officer and director
$300,000 (Note 4).

During the year ended December 31, 1999, the Company received $253,500
in full satisfaction of the note receivable - related party from
December 31, 1998.

Certain officers and directors have pledged certificate of deposits as
additional collateral for the notes payable to the bank. Additionally,
these officers and directors have personally guaranteed the notes
payable to the banks, as well as the office lease agreement in Carson,
California.

A non-interest bearing, unsecured, due upon demand loan receivable of
$93,000 was due from Avid Sportswear which was purchased by the
Company on March 1, 1999. Additionally, there was a receivable from an
affiliated company for $5,800 which was non-interest bearing and due
on demand.

During the year ended December 31, 1998, the Company advanced $253,500
to its President. The amount was non-interest bearing and due on
demand.

During June 1998, the Company sold 6,000,000 shares of its common
stock to its President for $20,000, or $0.00333 per share. The Company
has revalued these shares to a pre 3-for-1 forward split price of
$0.15 per share which equals the price that the President paid in June
1998 in an arms-length transaction to acquire a controlling interest
in the Company. On a post-split basis, the shares are valued at $0.05
per share. An additional administrative expense of $280,000 was
recorded to revalue the shares at $0.05 per share on a post-split
basis.

During August 1998, the Company sold 1,100,000 shares of its common
stock to directors and secretary of the Company valued at $0.15 per
share. Total cash consideration received was $150,000 with a
subscription receivable of $15,000.

NOTE 13 - GOING CONCERN

The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the relation of assets and liquidation of liabilities in
the normal course of business. However, the Company has current
liabilities in excess of current assets of $1,295,146 and has
generated significant losses for the years ended December 31, 1999 and
1998. For the year ended December 31, 2000, the Company anticipates
that it will need $2,000,000 to $4,000,000 of cash above the cash
generated by operations in order to meet operating requirements.
Management anticipates that the necessary cash will be provided from

F-46
<PAGE>
AVID SPORTSWEAR & GOLF CORP.
(Formerly Golf Innovations Corp.)
Notes to the Consolidated Financial Statements
December 31, 1999 and 1998

existing shareholders and from the sales of additional shares through
private placements.

NOTE 14 - SUBSEQUENT EVENTS

ISSUANCE OF COMMON STOCK

On January 17, 2000, the Company issued 1,200,000 shares of common
stock to an officer for services to be rendered in 2000.

RELATED PARTY LOANS

Subsequent to December 31, 1999, related parties have loaned the
Company $882,592.

CONVERSION OF RELATED PARTY LOANS

On February 1, 2000, a related party converted $236,498 of debt into
695,583 shares of common stock. Additional interest expense of $67,472
was recorded to reflect the discount on conversion.

On January 25, 2000, related parties converted $372,562 of debt into
1,241,874 shares of common stock. Additional interest expense of
$93,141 was recorded to reflect the discount on conversion.

ISSUANCE OF WARRANTS

The Company failed to repay a note payable of $200,000 at January 31,
2000 as specified by the promissory note. Accordingly, the Company was
required to grant 100,000 warrants which are exercisable at $0.50 per
share and expire on August 1, 2003. The warrants were issued at a
price above the market price of the Company's stock.

STOCK OPTION PLAN

On January 17, 2000, the Company authorized a 2000 stock option
incentive plan (plan). The plan authorizes the issuance of up to
3,000,000 shares of common stock to key employees. On January 17,
2000, the Company granted 600,000 options to directors and 400,000
options to shareholders exercisable at $0.30 per share which was
$0.075 below the trading price at the date of grant. The Company will
recognize additional compensation expense of $75,000. The remaining
options will be issued at prices as determined by the board of
directors.

SALE OF COMMON STOCK

Subsequent to year end, the Company has sold 1,000,000 shares of
common stock for $350,000.

EMPLOYMENT AGREEMENT

On February 29, 2000, the Company entered into a three-year employment
agreement with its Chief Executive Officer, Earl Ingarfield. Mr.
Ingarfield will have a base salary of $325,000, plus annual cost of
living adjustments and other increases as determined by the Board of
Directors. Mr. Ingarfield's salary will be paid quarterly with the
Company's common stock on the last day of each calendar quarter.

F-47

<PAGE>

WE HAVE NOT AUTHORIZED ANY DEALER,
SALESPERSON OR OTHER PERSON TO PROVIDE
ANY INFORMATION OR MAKE ANY
REPRESENTATIONS ABOUT AVID SPORTSWEAR
& GOLF CORP. EXCEPT THE INFORMATION OR
REPRESENTATIONS CONTAINED IN THIS
PROSPECTUS. YOU SHOULD NOT RELY ON
ANY ADDITIONAL INFORMATION OR
REPRESENTATIONS IF MADE. ----------------------

----------------------- PROSPECTUS

This prospectus does not constitute an ---------------------
offer to sell, or a solicitation of an
offer to buy any securities:

o except the common stock offered
by this prospectus; 14,988,640 SHARES OF COMMON STOCK

o in any jurisdiction in which the
offer or solicitation is not
authorized; AVID SPORTSWEAR & GOLF CORP.

o in any jurisdiction where the
dealer or other salesperson is
not qualified to make the offer
or solicitation;

o to any person to whom it is JULY __, 2000
unlawful to make the offer or
solicitation; or

o to any person who is not a
United States resident or who is
outside the jurisdiction of the
United States.

The delivery of this prospectus or any
accompanying sale does not imply that:

o there have been no changes in
the affairs of Avid Sportswear &
Golf Corp. after the date of
this prospectus; or

o the information contained in this
prospectus is correct after the
date of this prospectus.

-----------------------

UNTIL ____, 2000 (25 DAYS AFTER THE
EFFECTIVE DATE OF THE REGISTRATION
STATEMENT) ALL DEALERS THAT EFFECT
TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS
OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE
DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.751 of Nevada Revised Statutes provides, in effect, that any
person made a party to any action by reason of the fact that he is or was a
director, officer, employee or agent of our company may and, in certain cases,
must be indemnified by our company against, in the case of a non-derivative
action, judgments, fines, amounts paid in settlement and reasonable expenses
(including attorneys' fees) incurred by him as a result of such action, and in
the case of a derivative action, against expenses (including attorneys' fees),
if in either type of action he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of our company and in any
criminal proceeding in which such person had reasonable cause to believe his
conduct was lawful.. This indemnification does not apply, in a derivative
action, to matters as to which it is adjudged that the director, officer,
employee or agent is liable to our company, unless upon court order it is
determined that, despite such adjudication of liability, but in view of all the
circumstances of the case, he is fairly and reasonably entitled to
indemnification for expenses.

As authorized by Section 78.037 of Nevada Revised Statutes, our Articles
of Incorporation eliminate or limit the personal liability of a director to our
company or to any of its shareholders for monetary damage for a breach of
fiduciary duty as a director, except for:

o Acts or omissions which involve intentional misconduct, fraud or
knowing violation of law; or

o The payment of distributions in violation of Section 78.300 of
Nevada Revised Statutes.

Our Articles of Incorporation provide for indemnification of officers and
directors to the fullest extent permitted by Nevada law. Such indemnification
applies in advance of the final disposition of a proceeding.

The Company maintains an insurance policy that provides protection, within
the maximum liability limits of the policy and subject to a deductible amount
for certain claims, to our company.

At present, there is no pending litigation or proceeding involving any
director or officer as to which indemnification is being sought, nor are we
aware of any threatened litigation that may result in claims for indemnification
by any director or officer.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth estimated expenses expected to be incurred
in connection with the issuance and distribution of the securities being
registered.

Securities and Exchange Commission
Registration Fee $ 2,000
Printing and Engraving Expenses $ 7,500
Accounting Fees and Expenses $ 15,000
Legal Fees and Expenses $ 50,000
Blue Sky Qualification Fees and Expenses $ 100,000
Miscellaneous $ 5,000

TOTAL $ 180,000
=======

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

Some of the transactions described below have been made by Lido Capital
Corporation, an entity wholly-owned by Mr. Ingarfield. Because Mr. Ingarfield
has exclusive control over Lido Capital Corporation, all transactions involving
either Mr. Ingarfield or Lido Capital Corporation are reflected as transactions
with Mr. Ingarfield.

II-1
<PAGE>

On October 8, 1997, our company issued 3,000,000 shares of common stock
for $0.00333 in cash per share to the original founders. The total offering
price of this transaction was $10,000. The number of shares issued reflects a
three-for-one split on July 23, 1998.

In February 1998, our company issued 300,000 shares of common stock to
Y.K. International Co., Ltd. in exchange for the assignment of certain
distribution rights under a Distribution Agreement dated as of September 8, 1997
between Bo Ah Industrial Co. and Y.K. International Co., Ltd. These rights were
valued at $25,000. The number of shares issued reflects a three-for-one split on
July 23, 1998.

In February 1998, our company issued 3,000,000 shares of common stock for
$0.08333 in cash per share. The total offering price of this transaction was
$250,000. The number of shares issued reflects a three-for-one split on July 23,
1998. All of these shares were purchased by unrelated persons.

On June 18, 1998, our company issued 6,000,000 shares of common stock for
$0.05 per share in cash and services. All of these shares were purchased by Mr.
Ingarfield. The total offering price of this transaction was $20,000 in cash and
$280,000 in services. The number of shares issued reflects a three-for-one split
on July 23, 1998. An administrative expense of $280,000 was recorded to value
the shares at $0.05 per share to reflect a discount to the $0.00333 per share
actually paid. The value of $0.05 per share was based on the price Mr.
Ingarfield paid in an arms-length transaction to purchase a controlling interest
in our company on or about June 4, 1998.

In August, 1998, our company issued 1,100,000 shares of common stock for
$0.15 in cash per share. The total offering price of this transaction was
$165,000. Michael LaValliere, a Director of our company, purchased 500,000 of
these shares for a total purchase price of $75,000, Thomas Browning, a Director
of our company, purchased 500,000 of these shares for a total purchase price of
$75,000 and Jerry L. Busiere, the Secretary, Treasurer and a Director of our
company, purchased 100,000 of these shares for a total purchase price of
$15,000, payable as a subscription receivable. The remaining shares were
purchased by four unrelated persons for a total purchase price of $135,000.

In August, 1998, our company issued 800,000 shares of common stock for
$0.15 in cash per share. All of these shares were purchased by unrelated parties
for a total purchase price of $120,000, of which $75,000 was paid in cash and
$45,000 was paid in the form of a subscription receivable.

On December 21, 1998, our company issued 412,000 shares of common stock
for $0.25 in cash per share. The total offering price of this transaction was
$103,000. All of these shares were purchased by unrelated persons.

On January 5, 1999, our company issued 590,000 shares of common stock
originally valued at $0.25 per share for cash of $117,500 and debt conversion of
$35,000. Additional expense of $295,000 was recorded to reflect the discount
from $0.75 per share which was the price that our company was selling restricted
stock to independent third parties. Of the total number of shares issued on this
date, 100,000 shares were issued to Mr. Ingarfield's parents and the remainder
were issued to unrelated persons.

On January 5, 1999, our company issued 866,670 shares of common stock
valued at $0.75 per share for cash of $475,000 and conversion of debt of
$175,000. All of these shares were purchased by unrelated persons.

On January 8, 1999, our company issued 210,668 shares of common stock
valued at $0.75 per share for cash of $158,000. All of these shares were
purchased by unrelated persons.

On January 11, 1999, our company issued 560,000 shares of common stock for
cash, originally valued at $0.25 per share for $140,000 of cash. Additional
expense of $280,000 was recorded to value the shares at $0.75 per share. All of
these shares were purchased by unrelated persons.

On January 11, 1999, our company issued 800,000 shares of common stock for
media services originally valued at $0.75 per share. All of these shares were
issued by an unrelated marketing firm.

On January 20, 1999, our company issued 160,000 shares of common stock for
cash originally valued at $0.25 per share for $40,000 of cash. Additional
expense of $80,000 was recorded to value the shares at $0.75 per share. All of
these shares were purchased by unrelated persons.

II-2
<PAGE>

On January 27, 1999, our company issued 1,100,000 shares of common stock
for the purchase of Avid Sportswear, Inc. valued at $0.75 per share. All of
these shares were issued to the former shareholders of Avid Sportswear, Inc.,
including 1,000,000 shares to David Roderick, the Executive Vice-President of
Merchandising and Design of Avid Sportswear, Inc.

On February 4, 1999, our company issued 372,002 shares of common stock at
$0.75 per share for cash of $279,002. All of these shares were purchased by
unrelated persons.

On March 11, 1999, our company issued 1,220,000 shares of common stock for
cash originally valued at $0.25 per share for $305,000 of cash. Additional
expense of $610,000 was recorded to value the shares at $0.75 per share. All of
these shares were purchased by unrelated persons.

On March 11, 1999, our company issued 83,334 shares of common stock for
cash of $67,500. All of these shares were purchased by unrelated persons.

On March 29, 1999, our company issued 18,334 shares of common stock valued
at $0.75 per share for cash of $13,750. All of these shares were purchased by
unrelated persons.

On May 28, 1999, our company issued 101,100 shares of common stock valued
at $0.75 per share for cash of $75,825. All of these shares were purchased by
unrelated persons.

On September 22, 1999, our company issued 50,000 shares of common stock
originally valued at $0.25 per share for cash of $12,500. Additional expense of
$25,000 was recorded to value the shares at $0.75 per share. All of these shares
were purchased by unrelated persons.

On December 31, 1999, our company issued 285,714 shares of common stock
valued at $0.35 per share for cash of $100,000. All of these shares were
purchased by an unrelated party.

In December 1999, our company issued a total of 5,344,200 shares of common
stock for the conversion of debt to equity at a price of $0.22 per share,
including 3,735,227 shares to Mr. Ingarfield, 489,359 shares to Browning and
173,350 shares to LaValliere. Messrs. Ingarfield, Browning and LaValliere
converted indebtedness of $821,750, $107,659 and $38,137, respectively. An
additional interest expense of $293,381 was recorded to value the shares at
$0.275 per share to reflect a 20% discount on the conversion. See "Certain
Relationships and Related Transactions."

In January 2000, our company issued a total of 825,207 shares of common
stock to Mr. Ingarfield for the conversion of $247,562 of indebtedness to equity
at a price of $0.30 per share. In addition, our company issued a total of
416,667 shares of common stock to Mr. LaValliere for the conversion of $125,000
of indebtedness to equity at a price of $0.30 per share. An additional interest
expense of $93,141 was recorded to value the shares at $0.375 per share to
reflect a 20% discount on the conversion.

In February 2000, our company issued a total of 695,583 shares of common
stock to Mr. Ingarfield for the conversion of $236,498 of indebtedness to equity
at a price of $0.34 per share. An additional interest expense of $67,472 was
recorded to value the shares at $0.437 per share to reflect a 20% discount on
the conversion. In addition, in February 2000, our company issued 1,200,000
shares to Barnum Mow in consideration of his employment. These shares were
valued at $0.30 per share. See "Executive Compensation - Restricted Stock
Grant."

Between March 2000 and June 22, 2000, our company sold subscriptions to
purchase 14,180,003 shares of our common stock at a price of $0.35 per share for
cash of 4,963,001. All of these shares were purchased by unrelated persons.

In June 2000, our company issued 350,000 shares of common stock to Persia
Consulting Group, Inc. in exchange for consulting services provided under a
Consulting Agreement dated June 22, 2000. These consulting services were valued
at $203,000. In addition, in June 2000, Mr. LaValliere elected to tender a
$60,523 receivable owed to him by the company under the terms of the private
placement offering in exchange for 172,923 shares to our common stock.

II-3
<PAGE>

With respect to the sale of unregistered securities referenced above, all
transactions were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 (the "1933 ACT"), and Regulation D promulgated under the
1933 Act. In each instance, the purchaser had access to sufficient information
regarding our company so as to make an informed investment decision. More
specifically, and except with respect to the purchases by Lido Capital
Corporation and Messrs. Ingarfield, Browning, LaValliere and Roderick, each
purchaser signed a written subscription agreement with respect to their
financial status and investment sophistication in which they represented and
warranted, among other things, that they had:

o the ability to bear the economic risks of an investment in the
shares of common stock of our company;

o a certain net worth sufficient to meet the suitability standards of
our company; and

o been provided with all material information requested by the
purchaser or his or her representatives, and been provided an
opportunity to ask questions of and receive answers from our company
concerning our company and the terms of the offering.

The sale of unregistered securities to Lido Capital Corporation and
Messrs. Ingarfield, Browning, LaValliere and Roderick were exempt from
registration pursuant to Section 4(2) of the 1933 Act and Regulation D
promulgated under the 1933 Act. Each of these investors was an officer or
director of our company at the time of purchase, except for Lido Capital
Corporation which was wholly-owned and controlled by an officer and director of
our company, Mr. Ingarfield.

II-4

<PAGE>

ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following exhibits are filed as part of this registration
statement:

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION LOCATION
--- ----------- --------
<S> <C> <C>

2.01 Stock Purchase and Sale Agreement dated as of Incorporated by reference to Exhibit 2.01 to the
December 18, 1998 among our company, Avid Registrant's Registration Statement on Form 10-SB
Sportswear, Inc. and the shareholders of Avid (the "Registration Statement")
Sportswear, Inc.

3.01 Articles of Incorporation filed on September Incorporated by reference to Exhibit 3.01 to the
19, 1997 with the Nevada Secretary of State Registration Statement

3.02 Amended Articles of Incorporation filed on May Incorporated by reference to Exhibit 3.02 to the
12, 1999 with the Nevada Secretary of State Registration Statement

3.03 Certificate of Amendment to Articles of Incorporated by reference to Exhibit 3.03 to the
Incorporation filed on May 27, 1999 with the Registration Statement
Nevada Secretary of State
3.04 Bylaws Incorporated by reference to Exhibit 3.04 to the
Registration Statement

4.01 2000 Stock Incentive Plan Incorporated by reference to Exhibit 4.01 to
Amendment No. 2 to the Registration Statement.

10.01 Agreement dated as of December 8, 1998 between Incorporated by reference to Exhibit 10.01 to the
the Championship Committee Merchandising Registration Statement
Limited and Avid Sportswear Inc.

10.02 Lease dated as of March 1, 1999 between F & B Incorporated by reference to Exhibit 10.02 to the
Industrial Investments, LLC and Avid Registration Statement
Sportswear, Inc.

10.03 Lease dated as of April 30, 1999 between Links Incorporated by reference to Exhibit 10.03 to the
Associates, Ltd. and our company Registration Statement

10.04 Employment Agreement dated as of September 11, Incorporated by reference to Exhibit 10.04 to the
1999 between Barnum Mow and Avid Sportswear, Registration Statement
Inc.

10.05 Trademark License Agreement dated as of May Incorporated by reference to Exhibit 10.05 to
10, 1999 between Levi Strauss & Co. and Avid Amendment No. 2 to the Registration Statement
Sportswear, Inc.

10.06 Employment Agreement dated as of January 1, Incorporated by reference to Exhibit 10.06 to the
1999 between David E. Roderick and Avid Registration Statement
Sportswear, Inc.

10.07 Promissory Note in the original principal Incorporated by reference to Exhibit 10.07 to the
amount of $180,000 dated as of June 4, 1999 Registration Statement
from our company to First State Bank

10.08 Commercial Security Agreement dated as of Incorporated by reference to Exhibit 10.08 to the
November 17, 1999 between First State Bank and Registration Statement
our company

10.09 Promissory Note dated as of November 17, 1999 Incorporated by reference to Exhibit 10.09 to the
in the original principal amount of $1,000,000 Registration Statement
given by our company to First State Bank
</TABLE>

II-5
<PAGE>

EXHIBIT
NO. DESCRIPTION LOCATION
--- ----------- --------
<S> <C> <C>

10.10 Business Loan Agreement dated as of November Incorporated by reference to Exhibit 10.10 to the
17, 1999 between First State Bank and our Registration Statement
company

10.11 Convertible Revolving Demand Note dated as of Incorporated by reference to Exhibit 10.11 to
December 1, 1999 in the original principal Amendment No. 2 to the Registration Statement
amount of $550,000 given by our company to
Earl Ingarfield

10.12 Convertible Revolving Demand Note dated as of Incorporated by reference to Exhibit 10.12 to
December 1, 1999 in the original principal Amendment No. 2 to the Registration Statement
amount of $1,000,000 given by our company to
Lido Capital Corporation

10.13 Convertible Revolving Demand Note dated as of Incorporated by reference to Exhibit 10.13 to
December 1, 1999 in the original principal Amendment No. 2 to the Registration Statement
amount of $125,000 given by our company to
Michael E. LaValliere

10.14 Convertible Revolving Demand Note dated as of Incorporated by reference to Exhibit 10.14 to
December 1, 1999 in the original principal Amendment No. 2 to the Registration Statement
amount of $500,000 given by our company to
Thomas Browning

10.15 Convertible Promissory Note dated as of Incorporated by reference to Exhibit 10.15 to
December 23, 1999 in the original principal Amendment No. 2 to the Registration Statement
amount of $200,000 given by our company to
Daniel Paetz

10.16 Executive Employment Agreement effective as of Incorporated by reference to Exhibit 10.16 to
February 1, 2000 between our company and Earl Amendment No. 2 to the Registration Statement
T. Ingarfield

10.17 Consulting Agreement dated as of June 22, 2000 Provided herewith
between Persia Consulting Group, Inc. and our
company

11.01 Statement re: Computation of Earnings Not Applicable

16.01 Letter on Change in Certifying Accountant Not Applicable

21.01 Subsidiaries of our company Incorporated by reference to Exhibit 21.01 to the
Registration Statement

23.01 Consent of Independent Accountants Provided herewith

24.01 Power of Attorney Not Applicable

27.01 Financial Data Schedule Provided herewith
</TABLE>

II-6
<PAGE>

ITEM 28. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Sections 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be a bona fide
offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the BONA FIDE offering thereof.

II-7

<PAGE>

INDEX TO EXHIBITS